Exhibit 10.18


 


Time Charter


 


GOVERNMENT
FORM


Approved by the New York
Produce Exchange

November
6th, 1913 - Amended October 20th, 1921; August 6th, 1931; October 3rd, 1946


 


This
Charter Party, made and concluded in Athens
           26th day of February          
192007 Between STAR IOTA INC OF MAJURO, MARSHALL ISLANDS Owners to
be                
Owners of the good Panama flag
           Steamship/Motorship
“Mommy Duckling” TBRN “Star Iota”           
of            of 45,773             tons gross register, and 24,230          tons
net register, having engines of           
indicated horse power and with hull, cargo
spaces, machinery and equipment in a thoroughly efficient state,
and classed BV           
at            of about 2,993,694.9          cubic
feet grain
bale capacity, and about 78,585
metric           
tons (See Clause 31)  of 2240 lbs.
deadweight all told
capacity (cargo and bunkers, including fresh water and stores approximately 400 MT
excluding fresh water not exceeding one and half percent of ship’s deadweight
capacity.


allowing a minimum of
fifty tons) on a draft of 14.479
            feet  metres
    inches on salt     
Summer freeboard, inclusive of
permanent bunkers. which  are
of the capacity of about     tons of fuel, and
capable of steaming throughout, for the duration of this Charter Party
fully laden,
under good weather

conditions about 12.75      knots on a consumption of about  44.3 long     
tons  (L) of 1FO (180 CST) AND ABOUT 1.5 LT MDO at sea. Bunker specifications
as per Clause 32. best
Welsh coal best grade fuel oil best grade Diesel oil, 
 now trading            and
TMT Co. Ltd,            Charterers
of the City of Taipei          


 


Witnesseth,
That the said Owners agree to let, and the said Charterers agree to hire the
said vessel, from the time of delivery, for about  min 12 to about 13 months +/- 10 days in Charterers’
option time charter trading, always afloat,            always within Institute Warranty
Limits, always via safe ports, safe berths, safe anchorages, always via ice free
ports/areas    within
below  mentioned trading limits.


Charterers to have
liberty to sublet the vessel for all or any part of the time covered by this
Charter, but Charterers remaining responsible for the fulfillment of this Charter Party. Acceptance of delivery by
Charterers shall not constitute any waiver of Owners’ obligations
hereunder.  Vessel to be placed
at the disposal of the Charterers, at  any time day or night, Sundays, holidays, included
within 10 working days in Owners’      option immediately
after the ship completes her current voyage following Owners’ aquisition  of the title to the ship.


 


in such dock or at such wharf or place (where she may
safely lie, always afloat, at all times of tide, except as otherwise provided
in clause-No.6), as the Charterers may direct. If such dock, wharf or place be
not available time to count as provided for in clause No. 5.
Vessel on her delivery to be clean and in all
respects ready to load any permissible cargo to in a indepedant surveyor’s
satisfaction, failing which she will be placed off-hire from time of rejection
until she is in all respects ready to load

ready to receive cargo
with-clean swept holds and
tight, staunch, strong and in every way fitted for ordinary cargo (as permitted under this Charter Party) service and so be maintained by the
Owners throughout the currency of this Charter Party  the service, having water ballast, Winches and

donkey boiler with sufficient steam power, or if not equipped with donkey
boiler, then other power sufficient to run all the winches at one and the same
time (and with full complement of officers, seamen, engineers and
firemen for a vessel of her tonnage), to be employed, in carrying lawful
merchandise including petroleum or its products,-in proper containers,
excluding           


 





















 


(vessel is not to be employed in the carriage of Live
Stock, but Charterers are to have the privilege of shipping a small number on
deck at their risk, all necessary fittings and other requirements to be for
account of Charterers), in such lawful trades, between safe port and/or ports
in British North  America, and/or United
States of America, and/or West Indies, and/or Central  America,
and/or Caribbean Sea, and/or Gulf of Mexico, and/or  Mexico, and/or South America          and/or
Europe


 


 and/or Africa, and/or Asia,
and/or Australia, and/or Tasmania, and/or New Zealand, but excluding Magdalena
River, River St. Lawrence between October 31st and May 15th, Hudson Bay and all
unsafe ports also excluding, when out of season, White Sea, Black Sea and the
Baltic,Vessel not to
force ice or follow ice breakers.            




as the Charterers or their Agents shall direct, on the following
conditions:


 


1. That the Owners shall
provide and pay for all provisions, wages and consular shipping and discharging
fees of the Crew; also
consular fees necessitated because of vessel’s nationality or in respect of
Owners, business, also all garbage removal requested by Master provided local
authorities permit, but when compulsory to be for charterers’ account,
shall pay for the insurance of the vessel, also for all the cabin, deck,
engine-room and other necessary stores, including boiler water and maintain her
class and keep  the vessel in a
thoroughly efficient state in hull, machinery and equipment for and during the
service.


 


2. That whilst on hire the
Charterers shall provide and pay for all the fuel except as otherwise agreed,
Port Charges, compulsory/customary
Pilotages including Skaw/Dardanelles/Great Belt/Magellan,
Agencies, Commissions, Tallymen,
Stevedores, Municipality and States Taxes, watchmen where compulsory, canal
tolls and dues,


 


Consular Charges (except
those pertaining to the Crew and vessel ), and all other usual expenses for a Time  Charterer
including any taxes/dues on cargo/freight  except those before stated, but when the
vessel puts into a port for causes for which vessel is responsible and contrary to Charterers
directions, then all such charges incurred shall be paid by the
Owners. Furnigations ordered because of illness of the crew to be for Owners
account. Furnigations ordered because of cargoes carried or ports visited while
vessel is employed under this  charter to
be for Charterers account including
crews transportation and/or accommodation occasioned thereby.
All other furnigations to be for Charterers account after vessel has been on
charter for a continuous period 
of six months or more.


 


Charterers are to provide
necessary dunnage and shifting boards, also any extra fittings requisite for a
special trade or unusual cargo, but Owners to allow them the use of any dunnage
and shifting boards already aboard vessel. Charterers to have the privilege of
using shifting boards for dunnage, they making good any damage thereto.


 


3. That the Charterers,
at the port at delivery, and the Owners, at the port of re delivery, shall take
over and pay for all fuel remaining on board the vessel of the current prices
in the respective ports, the vessel to be delivered with not less than
           tons and not
more than            tons
and to be re delivered with not less than           
tons and not more than.          
tons.  See Clause
32


 


4. That the charterers
shall pay for the use and hire of the said Vessel at the rate of 18,000 United States Dollars daily
including overtime, payable every 15 days in advance. United
States Currency per ton on vessel’s total deadweight carrying capacity,
including bunkers and  stores, on
           summary
freeboard, per Calendar Month, commencing on and from the day and time of her
delivery, as aforesaid, and at and after the same rate for any parts of a day
month; hire to continue until the hour of the day of her re-delivery in
like good order and condition, ordinary wear and tear excepted, to the Owners
(unless lost) at See
Clause 85           
unless otherwise mutually agreed. Charterers are to give Owners not less than 25/20/15/10 days approximate
and 5/3/2/1 days definite notice of vessels expected date
of re-delivery, and probable port.


 


5. Payment of said hire
to be made in Owners’
bank  New York in cash in United States Currency by telegraphic wire swift, every 15
days  semi monthly in advance. On the first day of this Charter
Party, Owners/Managers to send by email their invoice to Charterers which will
include the first 15 days hire payment and value of bunkers on delivery. This
amount should be credited to Owners bankers latest 3 banking days from vessels
delivery. for the balance period, and Charterers to ensure the payment is done
in such a manner so as to the money reaches the Owners latest on the due date
without any delays, and for the last half month or part of same
the approximate amount of hire, and should same not cover the actual time, hire
is to be paid for the balance day by day, as it becomes


 





















 


due, if so required by
Owners, unless bank guarantee or deposit is made by the Charterers,
otherwise failing the punctual and regular payment of the hire, or bank
guarantee, or on any breach of this Charter Party, the Owners shall be at
liberty to withdraw the vessel from the service of the Charterers, without prejudice
to any claim they (the Owners) may otherwise have on the Charterers. See Clause 35 Time
to count from 7 a.m. on the working day  following that on which written
notice of readiness has been given to Charterers or their Agents before 4 p.m.,
but if required by Charterer, they to have the privilege of using vessal at
once, such time used to count as hire.


 


Cash for vessel’s
ordinary disbursements at any port may be advanced as required by the Owners Captain,
by the Charterers or their Agents, Subject to 2 1/2% commission and such
advances shall be deducted from the next hire payment. The Charterers, however, shall
in no way be responsible for the application


of such advances.


 


6. That the cargo
or cargoes be laden and/or discharged in any safe dock or at any safe wharf or safe place, safe berth, safe anchorage, safe
port that Charteres or their Agents may


direct, provided the
vessel can safely lie always afloat at any time of tide, except at such
places where it is customary for similar size vessels to safely lie aground.


 


7. That the whole
reach of the Vessel’s Hold, Decks, and usual places of loading (not more than
she can reasonably stow and carry), also accommodations for Supercargo who is to sign usual LOI for
passengers, if carried, shall be at the Charterers’ disposal,
reserving only proper and sufficient space for Ship’s officers, crew, tackle,
apparel, furniture, provisions, stores and fuel. Charteres have the
privilege of passengers as for as accommodations allow, Charterers paying
Owners           . per
day per passenger for accommodations and meals. However, it is agreed that in
case any fines or extra expenses are incurred in the consequences of the
carriage of passengers, Charteres are to bear such risk and expense.


 


8. That the
Captain shall prosecute his voyages with the utmost dispatch, and shall render
all customary assistance with ship’s crew and boats. The Captain (although
appointed by the Owners), shall be under the orders and directions of the
Charterers as regards employment and agency; and Charterers are to load, stow, and
trim, discharge, lash,
unlash, secure,
unsecure, tally the cargo at their expense under the supervision
of the Captain, who is to sign Bills of Lading for cargo as presented, in
conformity with Mate’s or Tally Clerk’s receipts. Bimco Congen Bills of Lading from to
be used only (See Clause 57). Prior arrival at loading port, Master to advise
Charterer of his proposed stowage plan. Charteres have to ensure that Masters
directions as regards vessels strengths and stability are followed. Charteres
leaving ship always in seaworthy trim and condition between berths/ports.


 


9. That if the
Charteres shall have reason to be dissatisfied with the conduct of the Captain,
Officers, or Engineers, the Owners shall on receiving particulars of the
complaint, investigate the same, and, if necessary, make a change in the
appointments.


 


10. That the
Charterers shall have permission to appoint a Supercargo who is to sign usual LOI for
passengers, who shall accompany the vessel and see that voyages
are prosecuted with the utmost dispatch. He is to be furnished with free
accommodation, and same fare as provided for Captain’s table, Charteres paying
at the rate of US$ 30.00
$1.00 per day. Owners to victual Pilots and Customs
Officers, and also, when authorized by Charterers or their Agents, to victual
Tally Clerks, Stevedore’s Foreman, etc., Charterers paying (See Clause 72) at
the current rate per meal, for all such victualling.


 


11. That the
Charterers shall furnish the Captain from time to time with all requisite
instructions and sailing directions, in writing, and the Captain shall keep a
full and correct Log of the voyage or voyages, which are to be patent to the
Charterers or their Agents, and furnish the Charteres, their Agents or Supercargo,
when required, with a true copy of daily official  deck and engine Logs, showing
the course of the vessel and distance run and the consumption of fuel.


 


12. That the
Captain shall use diligence in caring for the ventilation of the cargo. pursuant to Charterers’
written instructions.
Vessel has natural ventilation only.


 


13. That the
Charteres shall have the option of continuing this charter for a further period
of           


          
on giving written notice thereof to the Owners of their Agents           
days previous to the expiration of the first named term, or any declared
option.


 


14. That if
required by Charterers, time not to commence before           


                    and
should vessel not have given written notice of readiness on or before                     
but not later than 4 p.m. Charterers or


 





















 


their Agents to have the
option of canceling this Charter at any time not later than the day of vessel’s
readiness.


 


15. That in the
event of the loss of time arising
or resulting from any strike or work stoppage by the vessel’s Master, Officers
or seamen, whether partioal or general  from  deficiency and default of crewmen or
lock out of crewmen, sickness of crewmen accidents to any of the crew,
deficiency or defect stores, fire, breakdown  from deficiency
of men or stores, fire, breakdown or damages to hull, machinery or
equipment, grounding, detention by average accidents to ship or cargo,
drydocking for the purpose of examination or painting bottom, or by any other
cause preventing the full working of the vessel unless same caused by Charterers and/or their servants
and/or stevedores, the payment of hire shall cease for the time
thereby lost; and if upon the voyage the speed be reduced by defect in or
breakdown of any part of her hull, machinery or equipment, the time so lost,
and the cost of any extra fuel consumed in consequence thereof, and all extra directly related, duly supported
port expenses shall be deducted 
from the hire.


 


16. That should
the Vessel be lost, money paid in advance and not carried (reckoning from the
date of loss or being last heard of) shall be returned to the Charterers at
once. The act of God, enemies, fire, restraint of Princes, Rulers and People,
and all dangers and accidents of the Seas, Rivers, Machinery, Boilers and Steam
Navigation, and errors of Navigation throughout this Charter Party, always
mutually excepted.


The vessel shall
have the liberty to sail with or without pilots, to tow and to be towed, to
assist vessels in distress, and to deviate for the purpose of saving life and
property.


 


17. That should
any dispute arise between Owners and the Charterers, the matter in dispute
shall be referred to three persons at New York, one to be appointed by each of
the parties hereto, and third by the two so chosen; their decision or that of
any two of them, shall be final, and for the purpose of enforcing any award,
this agreement may be made a rule of Court. The Arbitrators shall be commercial
men. See Clause 48


 


18. That the
Owners shall have a lien upon all cargoes, and all sub-freights or sub-hires for any
amounts due under this Charter, including General Average contributions, and
the Charterers to have a lien on the Ship for all monies paid in advance and
not earned, and any overpaid hire or excess deposit to be returned at once.
Charterers will not suffer, nor permit to be continued, any lien or encumbrance
incurred by them or their agents, which might have priority over the title and
interest of the owners in the vessel. English Law to apply. See Clause 48


 


19. That all
derelicts and salvage shall be for Owners’ and Charterers’ equal benefit after
deducting Owners’ and Charterers’ expenses and Crew’s proportion. General
Average shall be adjusted, stated and settled, according to Rules 1 to 15,
inclusive 17 to 22, inclusive, and Rule F of York-Antwerp Rules 1974 as amended 1994 and its latest
amendments thereto  1924, at such port or place in London  the United
States as may be selected by the carrier, and as to matters not provided for by
these

Rules, according to the laws and usages at the port of New York. In such
adjustment disbursements in foreign currencies shall be exchanged into United
States money at the rate prevailing on the dates made and allowances for damage
to cargo claimed in foreign currency shall be converted at the rate prevailing
on the last day of discharge at the port or place of final discharge of such
damaged cargo from the ship. Average agreement or bond and such additional
security, as may be required by the carrier, must be furnished before delivery
of the goods. Such cash deposit as the carrier or his agents may deem
sufficient as additional security for the contribution of the goods and for any
salvage and special charges thereon, shall, if required be made by the goods,
shippers,  consignees or owners of the
goods to the carrier before delivery. Such deposit shall, at the option of the
carrier, be payable in the United States money and be remitted to the adjuster.
When so remitted the deposit shall be held in a special account at the place of
adjustment in the name of the adjuster pending settlement of the General
Average and refunds or credit balances, if any, shall be paid in United States
money.  Hire not to
contribute to general average.


In the event of
accident, danger, damage, or disaster, before of after commencement of the
voyage resulting from any cause whatsoever, whether due to negligence or not,
for which, or for the consequence of which, the carrier is not responsible, by
statute, contract, or otherwise, the goods, the shipper and the consignee
jointly and severally, shall contribute with the carrier in general average to
the payment of any sacrifices, losses, or expenses of a general average nature
that may be made or incurred and shall pay salvage and special charges incurred
in respect of the goods. If a salving ship is owned or operated by the carrier,
salvage shall be paid for as fully and in the same manner as if such salving
ship or ships belonged to strangers.


Provisions as to
General Average in accordance with the New Jason Clause  above are to be
included in all bills of lading issued hereunder.


 


20. Fuel used by
the vessel while off hire, also for cooking, condensing water, or for grates
and stoves to be agreed to as to quantity, and the cost of replacing same,
to be allowed by Owners.


 


21. That as the
vessel may be from time to time employed in tropical waters during the term of
this Charter Vessel is to be decked at a convenient place, bottom cleaned and
painted whenever Charterers and Captain think necessary, at least once in every
six months, reckoning from time of last painting and payment of the hire to be
suspended until she is again in proper state for the service.


In case
vessel employed under present Charter in tropical waters over 30 days then any
bottom cleaning to be for Charterers’ account


 





















 


and vessel/Owners
not to be responsible for vessel’s reduced speed/increased consumption.          


 


22. Owners
shall maintain the gear of the ship as fitted providing gear (for all derricks)
capable of handling lifts up to three tons, also providing ropes, falls, slings
and blocks if vessel is fitted with derricks capable of handling heavier lifts.
Owners are to provide necessary gear for same otherwise equipment and gear for
heavier lifts shall be for Charterers account. Owners also to provide on the
vessel lanterns and oil for night work, and vessel to give use of electric
light when so filled, but any additional lights over those on board to be at
Charterers’ expense. The Charters to have the use of any gear on board the vessel.


 


23. Vessel to
work night and day, if required by Charterers, and all winches to be at
Charterers’ disposal during loading and discharging, steamer to provide one
winchman per hatch to work winches day and night, as required, Charterers
agreeing to pay officers, engineers, winchman deck hands and donkeymen for
overtime work done in accordance with the working hours and rates stated in the
ship’s articles. If the rules of the port or labor unions, prevent crew from
driving winches shore Winchman to be paid by Charterers. In the event of a
disabled winch of winches, or insufficient power to operate winches, Owners to
pay for shore engine, or engines, in lieu thereof, if required, and pay any
loss of time occasioned therby.


 


24. It is also
mutually agreed that this Charter is subject to all the terms and provisions of
and all the exemptions from liability contained in the Act of Congress of the
United States approved on the 13th day of February, 1893, and entitled “An Act
relating to Navigation of Vessels etc.,” in respect of all cargo shipped under
this charter to or from the United States of America. It is further subject to
the following clauses, both of which are to be included in all bills of lading
issued hereunder


U.S.A. Clause Paramount


This bill of lading shall
have effect subject to the provision of the Carriage of Goods by Sea Act of the
United States, approved April 16, 1936, which shall be deemed to be
incorporated herein, and nothing herein contained shall be deemed a surrender
by the carrier of any of its rights or immunities or an increase of any of its
responsibilities or liabilities under said Act. If any term of this bill of
lading be repugnant to said Act to any extent, such term shall be void to that
extent, but no further.


Both to Blame Collision Clause


If the ship comes into
collision with another ship as a result of the negligence of the other ship and
any act, neglect or default of the Master, mariner, pilot or the servants of
the Carrier in the navigation or in the management of the ship, the owners of
the goods carried hereunder will indemnify the Carrier against all loss or
liability to the other or non carrying ship or her owners in so far as such
loss or liability represents loss of, or damage to, or any claim whatsoever of
the owners of said goods, paid or payable by the other or non carrying ship or
her owners  to the owners of said goods
and set off, recouped or recovered by the other or non owners as part of their
claim against the carrying ship or carrier.


 


25. The vessel
shall not be required to enter any ice-bound port, or any port where lights or
light-ships have been or are about to be with- drawn by reason of ice, or where
there is risk that in the ordinary course of things the vessel will not be able
on account of ice to safely enter the port or to get out after having completed
loading or discharging. Vessel
not to force ice. See Clause 34.


 


26. Nothing herein
stated is to be construed as a demise of the vessel to the Time Charterers. The
owners to remain responsible for the navigation of the vessel, acts of pilots and tugboats,
insurance, crew and all other matters, same as when trading for their own
account.


 


27. A commision
of 2 1/2per cent is payable by the Vessel and Owners to


 


No brokerage commisions are due                               
on hire earned and paid under this Charter, and also upon any continuation
or extension of this Charter.


 


28. An address
commission of 2 1/2 per cent payable to           
on the hire earned and paid under this Charter.  No address commissions are due.



 


Clauses 29 to 115 inclusive, as attached, are deemed to be
incorporatd in this Charter Party.


 


 


	
  /s/ [ILLEGIBLE]

  	
   

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
  The Owners

  	
  The Charterers

  
	
  STAR IOTA INC. of Majuro

  	
  TMT Co. Ltd,. Taipei

  
	
  Marshall Islands

  	
   

  



 





















 


This Charte Party is a
computer generated copy of the NYPE (Revised 3rd October, 1946) form printed
under licence from the Association of Ship Brokers & Agents (U.S.A.), Inc.,
using software which is the copyright of Starategic Software Limited.


 


It is a precise copy of
the original document which can be modified, amended or added to only by the
striking out of original characters, or the insertion of new characters, such
characters being clearly highlighted or use of colour or use of a larger font
and marked as having been made by the licensee or end user as appropriate and
not by the author.


 





















 


ADDITIONAL CLAUSES TO M/V MOMMY
DUCKLING/TBRN STAR IOTA

CHARTER PARTY DATED 26.02.2007


 


Clause 29 – Cancellation
of the charter party


 


This charter party is
subject to Owners acquiring title to the vessel by way of purchase latest by
June 30th 2007. Should this purchase not materialize for any reason
whatsoever, this charter party shall be null and void as if never concluded.


 


Clause 30 - Surveys


 


Full on-hire/off-hire
survey to prove condition of the vessel and quantity of bunkers on board to be
held in Charterers’ time at first load port and in Owners’ time at last
discharge port, but only actual time lost to be deducted from hire. Surveys to
be carried out by one joint surveyor whom to be appointed by Charterers and
Owners. If vessel working during survey at discharge port then vessel remains
on hire.


 


Clause 31 - Preloading
survey


 


If steel and or newsprint
and/or unpacked manufactured goods, bagged agricultural products or similar
cargoes are loaded preshipment and out-turn condition surveys are to be held on
such cargoes by surveyors appointed by Owners’ Pandl Club, cost of such survey
to be for Owners time and expense.


 


Clause 32 – Bunker Clause


 


The vessel shall be delivered
with about (tba) mts of IFO, with about (tba) mts MDC and be redelivered with
the same quantities as on delivery, provided that the quantity of fuels at
redelivery is at least sufficient to allow the vessel to safely reach the
nearest port at which fuels of the required type or better are available.


 


Provided that it can be
accomplished at scheduled ports, without the hindrance to the operation of the
vessel, and by prior arrangement between parties, the owners shall allow the
Charterers to bunker for the account of Charterers prior the delivery and the
Charterers shall allow the Owners to bunker for the account of the Owners prior
to redelivery.


 


The Charterers shall
purchase the fuels on board at delivery at prices as paid last by Owners and
the Owners shall purchase the fuels on board at redelivery at the same prices.


 


The value of bunkers on
delivery shall be paid along with first hire payment.


 


fuel specs:


 


Intermediate fuel oil 180
cst grade ISO 8217, fuel standard, revision CD 2005 and any subsequent revision
thereof: RME 180


 


Marine diesel oil: ISO
8217, fuel standard revision, CD 2005 and any subsequent revision thereof: DMA
or DMB distillate diesel oil,


 


All fuel must not contain
any automotive lubricating oil or other waste chemicals nor any aluminium
and/or silicon.


 


Vessel’s main engine
burns mdo when manoeuvring /in approaches/ narrow or restricted waters
including canals/rivers/swallow waters/fog etc


 


1





















 


ADDITIONAL CLAUSES TO M/V MOMMY DUCKLING/TBRN STAR
IOTA 

CHARTER PARTY DATED 26.02.2007


 


The vessel is under the ‘DNV
PETROLEUM SERVICES’ fuel quality programme.


 


The physical supplier and
/or the barge has to participate in a joint drip sampling at the point of
custody transfer, at the ship’s manifold. Vessel has suitable drip sampling equipment, approved
type, in order to take the samples.


 


Sufficient volume to be
taken for splitting into minimum 4 samples, duly signed by both parties, one
for the supplier, two to be retained onboard the vessel, and one to be sent for
laboratory testing to ‘DNV’.


 


The samples so taken to
be considered representative of the quality of the product supplied and the
result of the test to be binding to both parties, including the density for
quantity determination.


 


(1) The Charterers shall
supply bunkers of a quality suitable for burning in this Vessel’s engines and
auxiliaries and which conform to the specification(s) mutually agreed under
this Charter.


 


(2) During the currency
of the Charter the Charterers shall ensure that bunker delivery notes are
presented to the Vessel on the delivery of fuel(s) and that during bunkering
representative samples of the fuel(s) supplied shall be taken at the Vessel’s
bunkering manifold and sealed in the presence of competent representatives of
the Charterers and the Vessel.


 


(3) The fuel samples
shall be retained by the Vessel for 90 (ninety) days after the date of delivery
or for whatever period necessary in the case of a prior dispute and any dispute
as to whether the bunker fuels conform to the agreed specification(s) shall be
settled by analysis of the sample(s) by (DNV) whose findings shall be
conclusive evidence as to conformity or otherwise with the bunker fuels
specification(s).


 


(4) The Ovners reserve
their right to make a claim against the Charterers for any damage to the main
engines or the auxiliaries caused by the use of unsuitable fuels or fuels not
complying with the agreed specification(s). Additionally, if bunker fuels
supplied do not conform with the mutually agreed specification(s) or otherwise
prove unsuitable for burning in the ship’s engines or auxiliaries the Owners
shall not be held responsible for any reduction in the Vessel’s speed
performance and/or increased bunker consumption nor for any time lost and any other
consequences.


 


Clause
33 - Bunker Fuel Sulphur Content Clause for Time Charter Parties 2005


 


(a) Without prejudice to
anything else contained in this Charter Party, the Charterers shall supply
fuels of such specifications and grades to permit the Vessel, at all times, to
comply with the maximum sulphur content requirements of any emission control
zone when the Vessel is ordered to trade within that zone.


 


The Charterers also
warrant that any bunker suppliers, bunker craft operators and bunker surveyors
used by the Charterers to supply such fuels


 


2





















 


shall comply with
Regulations 14 and 18 of MARPOL Annex VI, including the Guidelines in respect
of sampling and the provision of bunker delivery notes. The Charterers shall
indemnify, defend and hold harmless the Owners in respect of any loss,
liability, delay, fines, costs or expenses arising or resulting from the
Charterers’ failure to comply with this Sub-clause (a).


 


(b) Provided always that
the Charterers have fulfilled their obligations in respect of the supply of
fuels in accordance with Sub-clause (a), the Owners warrant that:


 


(i) the Vessel shall
comply with Regulations 14 and 18 of MARPOL Annex VI and with the requirements
of any emission control zone; and (ii) the Vessel shall be able to consume
fuels of the required sulphur content when ordered by the Charterers to trade
within any such zone.


 


Subject to  having supplied the Vessel with fuels in
accordance with Sub-clause (a), the Charterers shall not otherwise be liable
for any loss, delay, fines, costs or expenses arising or resulting from the
Vessel’s failure to comply with Regulations 14 and 18 of MARPOL Annex VI.


 


(c) For the purpose of
this Clause, “emission control zone” shall mean zones as stipulated in MARPOL
Annex VI and/or zones regulated by regional and/or national authorities such
as, but not limited to, the EU and the US Environmental Protection Agency.


 


Clause 34 - Ice Clause
for Time Charter Parties


 


(a) The Vissel shall not
be obliged to force ice but, subject to the Owners’ prior approval having due
regard to its size, construction and class, may follow ice-breakers. See Clause
26.


 


(b) The Vessel shall not
be required to enter or remain in any icebound port or area, nor any port or
area where lights, lightships, markers or buoys have been or are about to be
withdrawn by reason of ice, nor where on account of ice there is, in the Master’s
sole discretion, a risk that, in the ordinary course of events, the Vessel will
not be able safely to enter and remain at the port or area or to depart after
completion of loading or discharging. If, on account of ice, the Master in his
sole discretion considers it unsafe to proceed to, enter or remain at the place
of loading or discharging for fear of the Vessel being frozen in and/or
damaged, he shall be at liberty to sail to the nearest ice-free and safe place
and there await the Charterers’ instructions.


 


(c) Any delay or
deviation caused by or resulting from ice shall be for the Charterers’ account
and the Vessel shall remain on-hire.


 


(d) Any additional
premiums and/or calls required by the Vessel’s underwriters due to the Vessel
entering or remaining in any icebound port or area, shall be for the Charterers’
account.


 


3





















 


Clause 35 - Non-Payment
of Hire Clause for Time Charter Parties


 


(a) If the hire is not
received by the Owners by midnight on the due date, the Owners may immediately
following such non-payment suspend the performance of any or all of their
obligations under this Charter Party (and, if they so suspend, inform the
Charterers accordingly) until such time as the payment due is received by the
Owners. Throughout any period of suspended performance under this Clause, the
Vessel is to be and shall remain on hire. The Owners’ right to suspend
performance under this Clause shall be without prejudice to any other rights
they may have under this Charter Party.


 


(b) The Owners shall
notify the Charterers in writing within 24 running hours that the payment is
overdue and must be received within 72 running hours from the time hire was
due. If the payment is not received by the Owners within the number of running
hours stated, the Owners may by giving written notice within 12 running hours
withdraw the Vessel. The right to withdraw the Vessel shall not be dependent
upon the Owners first exercising the right to suspend performance of their
obligations under this Charter Party pursuant to sub-clause (a). Further, such
right of withdrawal shall be without prejudice to any other rights that the
Owners may have under this Charter Party.


 


(c) The Charterers shall
indemnify the Owners in respect of any liabilities incurred by the Owners under
the Bill of Lading or any other contract of carriage as a consequence of the
Owners’ suspension of and/or withdrawal from any or all of their obligations
under this Charter party.


 


(d) If, notwithstanding
anything to the contrary in this Clause, the Owners choose not to exercise any
of the rights afforded to them by this Clause in respect of any particular late
payment of hire or a series of late payments of hire, this shall not be
construed as a waiver of their right either to suspend performance under
sub-clause (a) or to withdraw the Vessel under sub-clause (b) in respect of any
subsequent late payment under this Charter Party.


 


Clause 36 – Requisition
clause


 


Should the vessel be
requisitioned by the government of the vessel’s flag during the period of this
charter party, the vessel shall be deemed to be off-hire during the period of
such requisition, and any hire paid by the said government in respect of such
requisition period shall be retained by owners. The period during which the
vessel is on requisition to the said government shall count as part of the
period provided for in this charter party.


 


If the period of
requisition exceeds 4 months either party shall have the option of cancelling
this charter party and no consequential claim may be made by either party.


 


Clause 37 – Seaworthy
trim clause


 


Charterers shall leave
the Vessel in seaworthy trim and with cargo on board safely stowed to Master’s
satisfaction between loading berths/ports and between discharging berths/ports,
respectively; any expenses and time resulting therefrom shall be for Charterers’
account.


 


4





















 


Clause 38 - Lights


 


Owners to provide on the
vessel lights for night work as on board on deck and in all hatches
simultaneously and maintain same in efficient working order. Vessel to work
night and day, if required by Charterers.


 


Clause 39 – Weather
routing clause for time charter parties


 


Charterers have the right
to appoint Ocean Routes or a similar weather routing service to monitor vessel’s
performance during sea passages. Owners will request Master to cooperate with
the appointed weather routing service and follow their recommendations as far
as practical. Weather reports to be taken from vessel’s deck log and / or Ocean
Routes or similar weather routing service if so elected by Charterers. In the
event of consistent discrepancies between the two sources the above weather
service to be taken as final.


 


Clause 40 - Cancellation
due to extended off-hire


 


If the vessel is off-hire
consecutively for 40 days or more due to any causes(s) other than charterers’ responsibility
and repairs, the charterers shall have the option to cancel this charter party
without prejudice to any other rights, remedies or claims which the charterers
may have. Such option shall be exercised by the charterers provided cargo free
by giving written notice of cancellation to the owners and the vessel shall be
redelivered as soon as practicable thereafter once free of cargo properly and
duly discharged under any applicable contract or carriage.


 


Clause 41 – Calls at
U.S.A.


 


If the vessel calls at
any United States Of America port for the purpose of loading and/or discharging
cargo, vessel’s equipment shall comply with the regulations established by
united stated public law no 85/742 part 9 (safety and health regulations for
longshoring) and amendments thereto. If longshoremen are not permitted to work
due to failure of the owners and/or master and/or owners’ agents to comply with
the aforementioned regulations, any delay and expenses resulting therefrom and
any stevedore standby time and all related expenses involved shall be for
owners’ account.


 


Clause 42 – U.S. Federal water
pollution Act


 


Owners warrant that
during the currency of this charter party they will comply fully with the U.S.
Federal water pollution control Act as amended and/or the law relating to the
prevention of marine pollution and maritime disaster, 1970 of japan any rules
and/or regulations issued thereunder and amendments thereto including opa 90
legislation and any legislation enacted with respect to pollution of seawaters
by oil or any other substances (including any rules and/or regulations issued
thereunder) by any government, department thereof, or other authorities and
also any similar legislation enforced by any nation of the world. Should any
delay or detention of the vessel occur from failure by owners to comply with
the acts, laws, rules, regulations or legislation, the hire shall cease for the
period of such delay or detention.


 


Owners accept
responsibility for and agree to indemnify charterers against all claims,
liabilities, cost (including legal fees) and all consequences which result from
failure by owners to comply with the said acts, laws, rules


 


5





















 


regulations or
legislation. Time lost for non-compliance to be considered as off hire.


 


Clause 43 - Oil Pollution
Charter Party Clause [Non Tankers]


 


Financial responsibility
in respect of pollution (all ships other than self propelled tank vessels and
non self propelled tank vessels carrying more than 2,000 tons of persistent oil
in bulk as cargo)


 


(1) Owners warrant that
throughout the currency of this charter they will provide the vessel with the
following certificates:


 


Certificates issued
pursuant to Section 1016 (a) of the Oil Pollution Act 1990, and Section 108 (a)
of the Comprehensive Environmental Response, Compensation and Liability Act
1980, as amended, in accordance with Part 138 of Coast Guard Regulations 33
CFR, from (indicate the earliest date upon which the owners may be required to
deliver the vessel into the charter), so long as these can be obtained by the
owners from or by (identify the applicable scheme or schemes).


 


(2) Notwithstanding
anything whether printed or typed herein to the contrary,


 


(a) save as required for
compliance with paragraph (1) hereof, owners shall not be required to establish
or maintain financial security or responsibility in respect of oil or other
pollution damage to enable the vessel lawfully to enter, remain in or leave any
port, place, territorial or contiguous waters of any country, state or
territory in performance of this charter.


 


(b) Charterers shall
indemnify owners and hold them harmless in respect of any loss, damage,
liability or expense (including but not limited to the costs of any delay
incurred by the vessel as a result of any failure by the charterers promptly to
give alternative voyage orders) whatsoever and howsoever arising which owners
may sustain by reason of any requirement to establish or maintain financial
security or responsibility in order to enter, remain in or leave any port,
place or waters, other than to the extent provided in paragraph (1) hereof.


 


(c) Owners shall not be
liable for any loss, damage, liability or expense whatsoever and howsoever
arising which charterers and/or the holders of any bill of lading issued
pursuant to this charter may sustain by reason of any requirement to establish
or maintain financial security or responsibility in order to enter, remain in
or leave any port, place or waters, other than to the extent provided in paragraph
(1) hereof,


 


(3) Charterers warrant
that the terms of this clause will be incorporated effectively into any bill of
lading issued pursuant to this charter.


 


6





















 


Clause 44 - Stowaways
Clause for Time Charters


 


(a) (i) The Charterers
warrant to exercise due care and diligence in preventing stowaways in gaining
access to the Vessel by means of secreting away in the goods and/or containers
shipped by the Charterers.


 


(ii) If, despite the
exercise of due care and diligence by the Charterers, stowaways have gained
access to the Vessel by means of secreting away in the goods and/or containers
shipped by the Charterers, this shall amount to breach of charter for the
consequences of which the Charterers shall be liable and shall hold the Owners
harmless and shall keep them indemnified against all claims whatsoever which
may arise and be made against them. Furthermore, all time lost and all expenses
whatsoever and howsoever incurred, including fines, shall be for the Charterers’
account and the Vessel shall remain on hire.


 


(iii) Should the Vessel
be arrested as a result of the Charterers’ breach of charter according to
sub-clause (a)(ii) above, the Charterers shall take all reasonable steps to
secure that, within a reasonable time, the Vessel is released and at their
expense put up bail to secure release of the Vessel.


 


(b) (i) If, despite the
exercise of due care and diligence by the Owners, stowaways have gained access
to the Vessel by means other than secreting away in the goods and/or containers
shipped by the Charterers, all time lost and all expenses thereby incurred,
including fines, shall be for the Owners’ account.


 


(ii) Should the Vessel be
arrested as a result of stowaways having gained access to the Vessel by means
other than secreting away in the goods and/or containers shipped by the
Charterers, the Owners shall take all reasonable steps to secure that, within a
reasonable time, the Vessel is released and at their expense put up bail to
secure release of the Vessel.


 


Clause 45 - Bunkering
privileges


 


Owners certify that the
vessel is and will remain so throughout the duration of this charter, eligible
for full bunkering privileges in the united states of america and its
territories and possessions, under all present and future United States laws
and/or regulations and is not, nor will be restricted, as to bunkering at any
other countries or ports of call during this charter.


 


Clause 46 – Cuba


 


In the event that Cuba
becomes a freely tradable country with no international sanctions/limitations
on vessels so doing, then charterers may trade there and Cuba will no longer be
deemed an excluded area.


 


Clause 47 – Hire
payment/Bank account


 


To be advised


 


7





















 


Clause 48 - Arbitration


 


This contract shall be
governed by and construed in accordance with english law and any dispute
arising out of or in connection with this contract 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 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 14
days specified. If the other party does not appoint its own arbitrator and give
notice that it has done so within the 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 he had been appointed by
agreement.


 


Nothing herein shall
prevent the parties agreeing in writing to vary these provisions to provide for
the appointment of a sole arbitrator.


 


In cases where neither
the claim nor any counterclaim exceeds the sum of usd 50,000 (or such other sum
as the parties may agree) the arbitration shall be conducted in accordance with
the lmaa small claims procedure current at the time when the arbitration
proceedings are commenced.


 


Clause 49 - Deviation


 


If during the currency of
this charter there is any deviation during the course of a voyage, or any loss
of time whatsoever, caused by sickness of or accident of the master, or any
member of the crew or any person on board the vessel, other than under
charterer’s auspices, vessel to be considered as off-hire and hire shall not be
paid for the time actually lost thereby.


 


Clause 50 - Stevedore
damage


 


Stevedores to be
appointed and paid by the Charterers/Shippers/Receiver but to work under the
supervision of the Master.


 


Charterers are not
responsible for stevedore or other damage to the vessel unless the charterers
or their agents are notified in writing by the captain or owners’ agents within
24 hours of occurrence of damage or latest by vessel’s sailing port where
damage occurred, except in case of hidden damage which to be notified as soon
as practicable after discovered prior to redelivery. Should a stevedore damage
is caused captain is obliged to try to let stevedore repair the damage and to
try to settle the matter directly with them in the first stage locally. Failing
this, captain will try to obtain signed acknowledgement of the damage and
liability for the same of the stevedore.


 


8





















 


Any stevedore damage
affecting seaworthiness/class and cargo gear worthiness/trading worthiness/crew
safety to be repaired at the charterers’ expense and time at port of
occurrence. The owners to have the option to accept redelivery without
charterers repairing any minor stevedore damages and in such case the
charterers to pay for cost and time, estimated by joint off-hire surveyor, of
repairing such stevedore damages.


 


Clause 51 - Quarantine


 


Owners shall be liable
for any delay in quarantine arising from the master, officers or crew having
communication with the shore at any infected area without the written consent
of charterers or their agents, also for any loss of time through detention by
customs or other authorities caused by smuggling or other infractions of local
law on the part of the master, officers or crew. Any time lost by such causes
may be deducted as off-hire.


 


Clause 52 - Fumigation


 


Vessel to be in
possession of a valid deratization or exemption certificate throughout the
duration of the charter party.


 


Clause 53 - Safety and
health regulations


 


Owners warrant that the
vessel shall be in possession of the necessary certificates to comply with all
crew safety and health regulations and all current requirements at all ports of
call in force by the time of this charter party agreement, during the currency
of this charter, without hindrance or delay when voyage instructions received
from charterers. Owners guarantee that throughout this charter, vessel’s
equipment shall comply with regulations and/or requirements in effect at all
ports of call, canals and countries in which vessel will be employed, in force
by the time of this charter party agreement. Owners also guarantee that vessel
shall be at all times in possession of a valid and up-to-dated certificate on
board to comply with such regulations and/or requirements. If stevedores,
longshoremen or other labour are not permitted to work by reason of any failure
of the captain, owners and/or their agents to comply with such regulations or
by reason that the vessel is not in possession of such valid and up-to-date
certificate(s), then owners shall take immediate corrective measures. Time lost
if any to be for Owners’ account.


 


Clause 54 - Tonnage
certificate


 


Owners will obtain an
official international tonnage certificate prior to delivery and required
renewals throughout the charter period, the current valid certificate being on
board the vessel at all times. In the event extra charges ere incurred by
reason of lack of international tonnage certificate, same shall be for owners’
account.


 


Clause 55 - Canal transit


 


During the full currency
of this charter party, owners shall keep the vessel fully capable and equipped
to transit the Suez Canal and Panama Canal without delay in accordance with the
rules and regulations governing navigation of the canals mentioned above and
promulgated from time to time by the local authorities.


 


9





















 


Clause 56 - Third party
suits


 


Should vessel be delayed,
detained or arrested during the currency of this charter party at the suit of
any party having or purporting to have a claim against any interest in the
vessel, master, her crew or owners except acts attributed to charterers, hire
under this charter party shall not be payable in respect of any period during
which the vessel is not at charterers’ disposal.


 


Clause 57 – Bills of
Lading


 


The charterers and/or
their nominees or agents are to be authorized by the master whenever required
to sign bills of lading on master’s and/or owners’ behalf provided in strict
conformity with mate’s receipts. No liner or through bills of lading to be
issued under this charter, Copies of bills of lading to be faxed to owners upon
issuance.


 


Charterers to use their
best endeavors to ensure original bills of lading are available at discharge
port(s). In the event that original bills of lading are not available, owners
will permit discharge against a faxed copy of l.o.i., in their p & i cover
format signed by charterers along with copies of all bills of lading in
question.


 


Charterers to forward
original bill(s) of lading to owners as soon as possible therafter. Original
l.o.i. also to be forwarded without delay.


 


Clause 58 – Hamburg Rules
Charterparty Clause


 


Neither the Charterers
nor their Agents shall permit the issue of any bill of lading, waybill or other
document evidencing a contract of carriage (whether or not signed on behalf of
the Owner or on the Charterers’ behalf or on behalf of any Sub-Charterers)
incorporating, where not compulsorily applicable, the Hamburg Rules or any
other legislation giving effect to the Hamburg Rules or any other legislation
imposing liabilities in excess of Hague or Hague/Visby Rules. Charterers shall
indemnify the Owners against any liability, loss or damage which may result
from any breach of the foregoing provisions of this clause


 


Clause 59 - P and I cover


 


Vessel shall be entered
and will remain entered during the full currency of this charter with, and
carry full p and i cover, including owners’ liability and pollution cover.


 


Charterers to have the
benefit of owners p and i cover insofar as the rules permit.


 


Owners have vessel
covered with the: to be advised


 


Hull and machinery value
is usd: to be advised


 


Clause 60 – Protectives


 


New both-to-blame
collision clause, bimco unique b/1 identifier clause, general average and new
jason clause as attached to form part of this charter party and bills of lading
issued under this charter party also contain the original amended general
clause paramount as attached, which also to be inserted in this charter party.
Conwartime 1993, u.s.a clause paramount and canadian clause paramount to be
incorporated in this charter party and bills of lading issued hereunder. Voywar
1993 to replace conwartime 93 on bills of lading.


 


10





















 


Clause 61 – DryDock
Clause


 


The Owners shall have the
option to drydock the vessel during the currency of this charter party. Exact
place and date to be mutually agreed between Owners and Charterers. The payment
of the hire shall cease for the time thereby lost and cost of bunkers consumed
for the time lost to be for Owners account.


 


The Owners, unless in
case of an emergency, are to give the Charterers not less than 5 months prior
notice of approximate date and place of dry docking and further 3 months prior
intended date.


 


Clause 62 - Trading
exclusions:


 


World wide trading via
sbs, sps, sas always afloat always accessible always within iwl, warranted not
in breach of united nations sanctions and excluding :


 


Albania, Israel or
Israeli controlled countries/areas, Algeria, Libya (including Gulf of
Sidra/Sirte), Former Yugoslavia (but Koper, Ploce, Bakar and Rijeka are
allowed), Lebanon, Syria, Turkish Occupied Cyprus, the coast ports of and Sea
of Azov including Kerchensky Strait, Georgia (including Abkhazia), Jordan, Gulf
of Aqaba, Iraq, Kuwait, Bahrain, Qatar, Uae, Yemen, Pakistan, Bangladesh, Sri
Lanka, Sudan, Eritrea, Djibouti, Somalia, Mozambique, Madagascar, Namibia,
Angola (including Cabinda), Democratic Republic of Congo (formerly Zaire),
Equatorial Guinea, Nigeria and the Bakassi Peninsular, Benin, Ivory Coast,
Liberia, Sierra Leone, Guinea, Guinca-Bissau, Barents Sea including Kola Bay,
Iceland, Murmansk, Scandinavia, Great Lakes, River Amazon, River Orinoco
excluding Boca Grande, Alaska, River St. Lawrence out of Season (permitted in
Season only), Cuba, Haiti, Belize, Honduras, Nicaragua, Costa Rica, El
Salvador, Guatemala, Suriname, Kiribati, Solomon Islands, Nauru, Cambodia,
North Korea, Pacific Russian/C.I.S./Siberian Ports including Sakhalin Island,
Magellan Strait, Great Lakes, Ethiopia, Namimbia.


 


No direct calling between
Taiwan and P.R.C., war and war-like zones and other countries having
hostilities with vessel’s flag, places which may be excluded by authority of
vessel’s flag. Any ice-bound port(s) where vessel will not be able to reach or
leave after and/or before loading and/or discharging. Vessel not to force ice
and not to follow ice breaker under any circumstance.


 


Trading always within
institute warranty limits, but charterers have the option to trade beyond
Institute Warranty Limits subject to owners’ and their underwriters’ prior consent,
against paying to Owners additional insurance premium (if any) on hull and
machinery as per vouchers from vessel’s underwriters, but such additional
premium not to exceed the amount charged if vessel had been insured by Lloyds
in London.


 


Chrtrs may trade to Yemen
and Sudan subject to owners and their hull and war underwriters’ prior consent
which is not to be unreasonably withheld, chrtrs paying any extra additional
premium imposed by the underwriters for trading in these countries including
for blocking and trapping risks. When trading in these countries, all
associated delays and shortage cargo claims to be for the tchrtrs account who
will respond to the cargo claimants.


 


11





















 


In case vessel is
required to call Argentina upriver, vessel is only allowed to trade upto San
Lorenzo and not north of t6.


 


Clause 63 - Cargo
exclusions:


 


following cargoes /
merchandise are excluded :


 


It  is understood that the vessel is not to
be employed in the carriage of fishmeal, raw cotton, livestock, injuries,
inflammable/combustible, hazardous or dangerous goods (such as but not limited
to acids, explosives, arms, ammunition or warlike materials, nuclear or
radioactive products or wastes, calcium carbide, ferro silicon, naphtha, motor
spirit, tar or any of their products ), ammonium nitrate, direct reduced iron
ore, logs, lumber, petroleum or its products, (but petcoke allowed), asphalt in
bulk, scrap, motor block, turnings, hot briquetted iron, ammonium nitrate
fertilizer, pig iron, concentrates ( except iron ore concentrates, lead
concentrates and zinc concentrates which must be handled in accordance with the
code of safe practice for solid bulk cargo as recommended by IMO), calcium
Hypochlorite, sugar, sulphur.


 


Charterers are allowed to
carry any kind of grain /grain products / agricultural products such as meals,
pellets (excluding sunflower seed expellers and other products possessing
chemicals hazards) in bulk which are to be loaded in accordance with BC code
recommended by IMO and vessel’s cargo certificates.


 


Charterers are allowed to
load maximum two cargoes of green delayed petcoke which not to be as last
cargo.


 


Charterers have the right
to load max two cargoes of cement clinker during currency of this charter in which
case following Protective Cement Clinker clause to apply;


 


Any deck cargoes /
breakbulk cargoes are fully excluded.


 


All cargoes to be loaded,
stowed, trimmed, separated, discharged in accordance with IMO and local
authorities’ rules, guidelines, recommendations.


 


Cement clinker clause:


 


•                  Charterers
undertake to use holds as less as possible, provided vessel’s stability trim
and stress permitting.


•                  Charterers
undertake to pay and supply of necessary equipment/chemicals to Remove
cement/cement clinker against owners’ request.


•                  After
loading chrts undertake to arrange at their expenses any special/extra trimming
and/or leveling of ego to master’s satisfaction and also chrts to give
reasonable time to allow for the ego to settle and any air to escape before vsl’s
departure from load berth/port


•                  owners
to seal all loaded hatches by Ramnek or equivalent tape at charterer’s time and
cost


 


12





















 


•                  Charterers
to indemnify owners against all possible cargo solidification in the cargo
holds or other ship’s parts, due to sweating
or any other reason except seawater.


•                  Clinker
not to be loaded with cargo temp exceeding 55 degrees centigrade.


•                  Charterers
to be responsible and to indemnify owners for damages/consequences which may
occur as a result of hot cargo, including damage to the cargo hold coating.


•                  Chrts/shipppers
to provide owners/master with sealed samples of cargo at load


•                  Cement
clinker not to be the last cargo under this charter.


 


Clause 64 - Recommended pilotage
Clause


 


Charterers to pay the
customary/compulsory pilotage of Skaw/Dardanelles/Great Belt/magellan due to
same strongly recommended by relative port authorities.


 


Clause 65 - Hold
cleanliness


 


Vessel to be delivered
with, holds clean, free of loose rust scales/flakes and/or previous cargo
residue/odourless to the satisfaction of independent surveyors, in case holds
are rejected vessel to be placed off-hire from the time of her rejection till
she is ready to load pro-rata to the number of holds passed survey and
commenced loading.


 


Clause 66 - Hold cleaning
bonus


 


Cleaning enroute


 


Intermediage cleaning of
holds to be done by crew as far as shore regulations permit, if required by
Charterers, Charterers paying US$ 600/- per hold for sweeping/ washing or
US$ 300/- per hold for sweeping only. Crew will render their utmost assistance
to clean the holds always provided time between discharging port and next
loading port is sufficient for the crew to perform adequate cleaning and
weather permitting, however vessel/ owners are not responsible for the result.
If shore regulations do not permit crew to carry out hold cleaning, cost of
shore labour to be for Charterers’ account.


 


When, however, after the
customary cleaning of remaining cargo by vessel’s crew and / or shore labour in
application of this clause, the vessel is refused by competent authorities to
load grain, alumina or similar clean bulk cargo owing to loose rust scale in
cargo compartments, all expenses incurred in preparing her for the intended cargo
service to be for owners’ account and for the time lost she will be considered
off-hire. In case of loading petcoke (same not to be last cargo prior
redelivery) charterers to supply the required chemicals / materials /equipments
and reimburse owners with extra us$ 700/- per hold used for the relevant
cleaning.


 


13





















 


Clause 67 - Hold
Cleaning/Residue Disposal Clause For Time Charter Parties


 


a) The Charterers may
request the Owners to direct the crew to sweep and/or wash and/or clean the
holds between voyages and/or between cargoes against payment at the rate of US$
4,500.- lumpsum excluding fresh water cost, provided the crew is able safely to
undertake such work and is allowed to do so by local regulations. In connection
with any such operation the Owners shall not be responsible if the Vessel’s
holds are not accepted or passed. Time for cleaning shall be for the Charterers’
account.


 


b) All materials
(including chemicals and detergents) required for cleaning of cargo holds shall
be supplied by and paid for by the Charterers.


 


c) Throughout the
currency of this Charter Party and at redelivery, the Charterers shall remain
responsible for all costs and time, including deviation, if any, associated
with the removal and disposal of cargo related residues and/or hold washing
water and/or chemicals and detergents and/or waste as defined by MARPOL Annex
V, Section 1 or other applicable rules relating to the disposal of such
substances.


 


Clause
68 - Double Banking Clause


 


(a) The Charterers shall
have the right, where and when it is customary and safe for vessels of similar
size and type to do so, to order the Vessel to go, lie or remain alongside
another vessel or vessels of any size or description whatsoever or to order
such vessels to come and remain alongside at such safe dock, wharf, anchorage
or other place for transhipment, loading or discharging of cargo and/or
bunkering.


 


(b) The Charterers shall
pay for and provide such assistance and equipment as may be required to enable
any of the operations mentioned in this clause safely to be completed and shall
give the Owners such advance notice as they reasonably can of the details of
any such operations.


 


(c) Without prejudice to
the generality of the Charterers’ rights under (a) and (b), it is expressly
agreed that the Master shall have the right to refuse to allow the Vessel to
perform as provided in (a) and (b) if in his reasonable opinion it is not safe
so to do.


 


(d) The Charterers shall
further indemnify the Owners for any costs, damage and liabilities resulting
from such operation. The Vessel shall remain on hire for any time lost
including periods for repairs as a result of such operation.


 


(e) Any extra insurance
premium charged for such operation to be for Charterers’ account and the vessel
to remain always on hire whilst any preparatory work is taking place.


 


14





















 


Clause 69 - Option to
sell


 


Head owners have the
option to sell the vessel at any time prior the commencement or during the
currency of this charter with this time charter attached and all terms and
conditions of this charter party to remain in force.


 


Clause 70 -
Ballasting/Deballasting


 


Vessel to
ballast/deballast clean water ballast tanks only including floodable hold(s),
if required by charterers or their agents at any time during loading and/or
discharging, free of expense to charterers except fuel/mdo consumption, but in
charterers’ time. All ballasting/deballasting shall be at the discretion of master
having due regard to stability and seaworthiness of the vessel. Whenever
practicable or required by law at the next port of call, the vessel is to
replace ballast taken in port or coastal waters with clean seawater ballast.
Owners guarantee that the vessel will always be maintained in a safe condition
during ballast operations. The vessel is capable of ballasting holds. In such
instances owners, master and crew will do their utmost to deballast and dry
such hold as quickly as possible. However, it is understood that time used for
such deballasting and drying up of ballast holds is not to be considered as
off-hire time. Owners and master will do their utmost throughout the duration
of this charter to minimize the use of ballast holds for ballast purposes.


 


Clause 71 - Services


 


Hire to include but not
limited to the following services from the vessel’s officers and crew provided
local regulations permit:


 


1. Docking and undocking;


2. Shifting and warping
of the ship during loading and/or discharging;


3. Bunkering;


4. A) opening and closing
of hatches in preparation for, during and after loading and discharging
(including times when weather may adversely affect condition of cargo;


    B) the officers and crew to shape up the
vessel’s hatches as much as possible as far as weather permits prior to vessel’s
arrival at loading and /or discharging port or place so as to immediately
commence loading or discharging operations;


5. The crew are to sweep
and/or wash the holds and any other cargo compartments between voyages always
in accordance with holds cleaning clause.


6. Supervision of loading
and discharging;


 


Clause 72 -
Representation


 


Charterers will remit to
owners with each hire payment a lumpsum equivalent of us$ 1200.00.- per month
or pro rata for the timecharter period.


 


Clause 73 - Charterers
equipment


 


The master is to keep a
record of all charterers gear, equipment, dunnage and/or stores supplied to the
vessel and to maintain same in condition as when supplied as much as possible,
time and expense therefore to be for charterers’ account. Such gear, equipment,
dunnage and/or stores to be


 


15





















 


returned to charterers
prior to redelivery of the vessel to owners, or if requested by charterers at
any time during the period of charter, in condition as supplied (fair wear and
tear excepted).


 


Clause 74 - Blacklist


 


Owners warrant that to
the best of their knowledge the vessel is not blacklisted by any country and
they will not, during the currency of the charter, cause the vessel to be
blacklisted by any country, except for case vessel should become blacklisted by
any country for reason of port(s) called by vessel earlier under this charter
party. Owners guarantee that vessel has no relationship to ex-yugoslavia in vessel’s
flag/ownership/crew etc.


 


Vessel is free from asian
gypsy moth, its eggs or larvae and vessel is not blacklisted by trading
countries due to asian gypsy moth infestation. Owners guarantee that vessel has
not called any cis pacific or Siberian ports under their ownership.


 


Charterers warrant they
will not call ports or places where vessel may be exposed to asian gypsy moth
or any other moth due to vessel’s trading or its eggs failing which the shall
indemnify owners for any loss or damage sustained by the owners including but
not limited to delays, expenses, fines, cost of removal of the moths and their
eggs and or even transshipment of cargo on board and any restriction of her
trading capabilities.


 


Clause 75 – Weather
conditions


 


The words “good weather
conditions” in lines 9/10 of the charter party shall mean any weather condition
in which the wind does not exceed force four (4) of the beaufort scale and
douglas sea state 3.


 


Clause 76 – Agents


 


Owners to have the option
of using charterers’ agents at ports of call for minor ordinary owners’ matters
at no extra fee, but all expenses involved to be for owners’ account.


 


Charterers are not
allowed to deduct Owners’ expenses because Owners will appoint their own
protective agents to handle Owners’ own major matters.


 


Clause 77 – Watchmen


 


Compulsory watchmen
related to vessel’s port call or cargo operation to be for charterers account.


 


Clause 78 - Passengers


 


Supercargo or other
passenger to be insured by charterers and evidence of same/documents to be presented
to master before boarding.


 


Clause 79 – Diesel oil in
port


 


The vessel to have the
liberty of using diesel oil when entering and leaving port and for maneuvering
in shallow, restricted, narrow waters.


 


Clause 80 – Taxes


 


All taxes and/or dues on
the vessel and/or cargo and/or charter hire and/or freight (except income tax
and/or tax on timecharter hire levied in the country of the vessel and/or her
owners domicile) arising out of cargoes


 


16





















 


carried or ports visited
under the charter party shall be for charterers’ account.


 


Clause 81 – Itinerary of
vessel


 


Charterers undertake to
inform owners during the period of charter as regards the itinerary of the
vessel and the names and full styles of their agents at ports of call whenever
required by owners.


 


Clause 82 – Discharging
equipment


 


Charterers have the right
to utilize cargo handling equipment/machinery in vessels holds in order to
facilitate stowage and/or trimming, always subject to tanktop restrictions and
master’s approval, which not to be unreasonably withheld. Rolling equipment to
have rubber wheels.


 


Clause 83 - Stowage


 


Charterers’ right to
request and obtain information from owners and/or master regarding stowage,
trim of the vessel and any other information is usually discussed between
onwers/charterers so as to enable the best possible coordination between
charterers and owners.


 


The master shall
supervise stowage of the cargo thoroughly together with charterers’
representative, and let one of his officers assist to supervise all loading,
handling and discharge of the cargo.


 


Clause 84 - Instructions


 


Charterers shall furnish
master from time to time with all requisite instructions and sailing
directions, in writing or by telegram, and the master shall keep a full and
correct log of the voyage or voyages, showing interalia the course of the
vessel and distance run and the consumption of fuel oil, which is to be patent
to the charterers or their agents, a true copy of which is to be sent to charterers
from each port of call on the voyage and immediately after completion of the
voyage, together with any other information which the master deems necessary.
Charterers to keep owners closely advised of vessel’s itinerary.


 


Master to assist
charterers with any information required.


 


Clause 85 – Redelivery


 


On dropping last outward
sea pilot in charterers’ option


 


•                       One
safe port Aden/Japan range (if PG/AG then will be passing PMO and Aden)


•                       One
safe port Vancouver/full west coast Mexico range charterers’ option


•                       One
safe port Skaw/Passero range including UK/Eire and full Med charterers’ option
but not Lebanon and Israel or Cyprus.


•                       One
safe port Australia/New Zealand


•                       One
safe port Montreal/Buenos Aires range any time, day or night, Sundays and holidays
included.


 


Clause 86 – Hire
calculation


 


Delivery and redelivery
times to be calculated basis local time, but gmt to apply for hire calculation
purposes.


 


17





















 


Clause 87 - ISM


 


Owners warrant that the
vessel is fully ism in order with smc/doc certificates.


 


Bimco standard ism clause
for voyage and time charterparties


 


From the date of coming
into force of the international safety management (ism) code in relation to the
vessel and thereafter during the currency of this charterparty, the owners
shall procure that both the vessel and “the company” (as defined by the ism
code) shall comply with the requirements of the ism code. Upon request the
owners shall provide a copy of the relevant document of compliance (doc) and
safety management certificate (smc) to the charterers.


 


Except as otherwise
provided in this charterparty, loss, damage, expense or delay caused by failure
on the part of the owners or “the company” to comply with the ism code shall be
for the owners’ account.”


 


Clause 88 - Vessel’s
supplies


 


Charterers undertake that
they will not procure, nor permit to be procured, for the vessel any supplies,
necessities or services (including but not limited to port services/utilities,
bunkers, agency attendence etc.) On the credit of the owners and/or vessel
and/or managers. Charterers also undertake to make the concerned head
supplier/intermediaries/phyfsical supplier/furnisher aware of that the
supplies, bunkers, necessities or services etc. are being furnished on the
credit of the charterers alone and not on the credit of the
vessel/owners/managers.


 


Owners/master have the
right to issue notices/disclaimers to the suppliers/furnishers to make them
aware that the supplies, necessities, services which are not ordered in writing
by master/owners/managers, are rendered to the vessel solely on behalf of the
charterers, after having surrendered their rights to claim maritime lien of the
vessel.


 


Clause 89 – ITF


 


In the event of the
vessel being boycotted by i.t.f., delayed or rendered inoperative by strikes,
labour stoppages, or by any other difficulties due to vessel’s flag, ownership,
crew, terms of employment of officers or crew, time lost is to be considered
off-hire.


 


Clause 90 – Certificates


 


Throughout the period of
the charter vessel will have on board all necessary certificates to enable the
vessel and her crew to carry the cargoes and trade within the trading limits
allowed under this charter. Notwithstanding the above if during the charter
regulations change for a cargo or port/country and vessel is not in compliance
or its not possible to become in compliance, then this cargo or port/country is
automatically considered as excluded unless charterers/owners agree upon mutual
termination of the charter  party
with no claims to each other.


 


18





















 


Clause
91 - ST Lawrence seaway / IWL


 


Charterers
agree not to trade the vessel to St. Lawrence seaway west of Montreal, as well
as to St. Lawrence river (between 1st December and 30th April).


 


Clause
92 - Blacklist


 


The owners warrant that
the vessel is not blacklisted by the arab or other countries within the agreed
trading limits. Charterers trading of this vessel not to expose owners/vessel
to blacklisting.


 


Clause
93 - Hatch covers


 


Owners guarantee that
vessel’s hatchcovers are to be water tight all throughout this charter period
and if any hatchcover found defective, same to be rectified at owners time and
expenses to independent surveyor’s satisfaction.


 


Clause
94 - Bimco bunker quality control Clause for Time Charterers


 


1) the Charterers shall
supply bunkers of a quality suitable for burning in the vessel’s engines and
auxiliaries and which conform to the specification(s) mutually agreed under
this charter.


 


2) at the time of
delivery of the vessel the owners shall place at the disposal of the
Charterers, the bunker delivery note(s) and any samples relating to the fuels
existing on board.


 


3) during the currency of
the charter the Charterers shall ensure that bunker delivery notes arc
presented to the vessel on the delivery of fuel(s) and that during bunkering
representative samples of the fuel(s) supplied shall be taken at the vessel’s
bunkering manifold and sealed in the presence of competent representatives of
the Charterers and the vessel.


 


4) the fuel samples shall
be retained by the vessel for 90 (ninety) days after the date of delivery or
for whatever period necessary in the case of a prior dispute and any dispute as
to whether the bunker fuels conform to the agreed Specification(s) shall be
settled by analysis of the sample(s) by (...) or by another mutually agreed
fuels analyst whose findings shall be conclusive evidence as to conformity or
otherwise with the bunker fuels specification(s).


 


5) the owners reserve their
right to make a claim against the charterers for any damage to the main engines
or the auxiliaries caused by the use of unsuitable fuels or fuels not complying
with the agreed specification(s). Owners to present such claim latest 30 days
after vessel’s redelivery.


 


Additionally, if bunker
fuels supplied do not conform with the mutually agreed specification(s) or
otherwise prove unsuitable for burning in the ship’s engines or auxiliaries the
owners shall not be held responsible for any reduction in the vessel’s speed
performance and/or increased bunker consumption nor for any time lost and any
other consequences.


 


Clause
95 - Separations


 


Vessel
to provide hold wise separations only. In case of loading different bulk
commodities in the vessel, the stowage of these cargoes shall be subject to
masters satisfaction and subject to natural separation or segregation only.
While charterers have the option to load two or more cargoes in the same hold,
charterers are to supply, erect, dismantle and dispose of any and all
separations required, at their risk and expense. Notwithstanding any other
provisions in the charter party, any claims arising from contamination or sweat
damage or admixture to cargo carried in the same hold to be for


 


19





















 


charterers account.
Charterers are to leave the vessel in safe and seaworthy trim and with cargo on
board safely stowed, dunnaged and secured to the master’s satisfaction for all
shiftings between berths and all passages between ports under this charter in
their time and at their expenses.


 


Clause
96 - War risk Clause


 


A) charterers shall pay
to owners any increase in premium and/or any additional premium related to vsl’s
calls in areas where additional extra war risk insurance apply to war risk
underwriters and/or to any mutually war risks association for the war risks
insurance of the vessel, her officers and crew (including insurance of
detention and diversion expenses and insurance against the risks of blocking
and trapping). Ewri not to exceed lloyd’s of london scale.


 


B) charterers shall
reimburse owners the premia referred to in the preeceding sub-clause
immediately upon presentation to them of the original premium debit notes from
the vessel’s war risk underwriters and/or mutually war risks association net of
any rebates.


 


C) the owners, master and
crew shall be entitled to follow all and any instructions or directions which
may be given to the vessel/owners by the vessel war risks underwriters or
mutual war risks association.


 


D) charterers shall pay
crew war risk bonuses


 


Clause 97  - Performance claims


 


Any
claim by charterers relating to the performance of the vessel and/or the
vessels equipment including speed claim are to be submitted to owners in the
form of a statement of claim with supporting docs within 30 days of completion
of the current voyage or otherwise to be waived and nullified.


 


If
during the chartered period the vessel falls below or exceeds the Performance
described herein then if such shortfall or excess results :


 


(i)
from a reduction or an increase in the speed of the vessel, compared to the
speed which would have been achieved had


The
vessel performed as described in this Charter Party , then an amount equal to
the value at the hire rate of the time so lost or gained, as the case may be,
shall be deducted from or added to the hire paid.


 


(ii)
from an increase or a decrease in the total bunkers consumed, compared to the
total bunkers which would have been Consumed had the vessel performed as
described in clause 37, an amount equivalent to the value of the additional
bunkers Consumed or the bunkers saved, as the case may be, based on the Charter
party prices, shall be deducted from or added to the hire paid.


 


20





















 


Excessive days in Port


 


The
Charterers will waive their claim on the vessel’s performance affected by the
fouling of the vessel’s bottom arising from the prolonged stay exceeding thirty
(30) days in port for Charterers’ business. However Owners, on Charterers’
request, will take actions to rectify vessel’s performance (e.g.: by underwater
cleaning) at first favorable occasion at Owners’ time and expense.


 


Clause 98 - Cargo claims


 


Cargo
claims to be settled in accordance with NYPE lnterclub Agreement and any
amendments thereto. With respect to responsibility for cargo claims as between
Owners and Charterers, the New York Produce Exchange Agreement (Interclub
Agreement) as amended in 1996 (the so called Produce Fromula) shall apply.


 


Charterers/Owners
are not allowed to negotiate or settle any cargo (or other claims including
fines) and are also not allowed to grant time extensions for those claims
without having Owners/Charterers previous written approval of consent. It is
understood that Owners/Charterers will keep each other properly and timely
advised for all such claims and also will furnish each other with all relative
documents and information in Owners/Charterers possession.


 


Clause 99 - Sublet


 


Charterers not to sublet
the vessel to nigerians, haitians, nicaraguans, israeli, iraqui
registered/based/controlled/owned/domiciled companies.


 


Charterers also not to
sublet vessel to the companies based / owned /registered / controlled /
domiciled in the countries against whom u.n sanctions may be imposed time to
time.


 


Clause 100 - Grain


 


Owners
warrant that the vessel is suitable for carrying a full cargo of grain in all
holds without requiring any grain fittings and/or bagging or securing and/or
scrapping etc. Vessel has on board valid grain loading booklet in accordance
with solas 1974 regulations and imco resolutions a-264 (viii) as adapted in
1974. Furtermore, vessel to have on board approved table of heeling movements
for “filled holds- untrimmed ends” in accordance with imco be xix/inf. 4. It is
understood that grain loading to be according to imo regulations and per vessel’s
grain loading booklet.


 


Clause 101 - Customs fines


 


Owners
to be responsible for customs fines and to put up security in case of necessity
if owners’ vessel is proven responsible and if so demanded by local authorities
for owners’ matter. Any dispute as to ultimate liability arising insofar to be
decided according to the terms and conditions of this charter party. In case
vessel is stopped by port authorities or any other coast guard authority and/or
hindered by them in any way to operate under the currency of this charter party
for reasons which owners/vessel/master/crew are responsible, vessel to be
off-hire for all such time lost and owners to be responsible for all directly
related expenses that charterers may Suffer resulting from the above.


 


21





















 


Clause 102 – Bulk carrier
safety clause


 


(a) the charterers shall
instruct the terminal operators or their representatives to co-operate with the
master in completing the imo ship/shore safety checklist and shall arrange all
cargo operations strictly in accordance with the guidelines set out therein.


 


(b)
in addition to the above and notwithstanding any provision in this charter
party in respect of loading/discharging rates, the charterers shall instruct
the terminal operators to load/discharge the vessel in accordance with the
loading/discharging plan, which shall be approved by the master with due regard
to the vessel’s draught, trim, stability, stress or any other factor which may
affect the safety of the vessel.


 


(c)
at any time during cargo operations the master may, if he deems it necessary
for reasons of safety of the vessel, instruct the terminal operators or their
representatives to slow down or stop the loading or discharging.


 


(d)
compliance with the provisions of this clause shall not affect the counting of
laytime.


 


Clause 103 – Lien clause
for time charters


 


In addition to the right
of lien conferred on the owners according to the provisions of the
charter-party lien clause, the owners also to have a lien over bunkers on
board, as well as over any sums due to time charterers under any
sub-charterparties (in addition to freights and sub- freights), for any amounts
due under this charter-party. Further, in the event of the owners’ exercise of
their liberty to withdraw the vessel in accordance with the provisions of the
charter-party withdrawal clause, the ownership of any bunkers remaining on
board shall thereupon vest in owners, who shall allow to time charterers by way
of credit against any sums due to owners the value of such bunkers calculated
in accordance with the provisions of the charter-party bunkers clause
applicable on redelivery.


 


Clause 104 – U.S. Income
tax


 


U.S. Income tax - time
charters notwithstanding anything else contained in this charter party,


 


Any tax imposed by the
provisions of the u.s. Tax reform act of 1986, as amended from time to time,
and set forth at section 887 of the internal revenue code of the u.s., (including
any successor provision thereto and any regulations applied by the u.s.
internal revenue services in respect of such tax) and payable by the owners in
respect of gross transportation income derived under this charter party from
the vessel’s operation to and from u.s. Ports and from cargoes delivered to or
shipped from u.s. Ports, shall be covered by charterers and paid to owners
together with the relevant hire payment due at the time, on the presentation of
owners’ calculation/invoice. Owners shall not be required to seek exemption
from said tax, even if they could qualify for such exemption.


 


Clause 105 – Captions


 


The captions of clauses
herein are inserted for convenience only and shall not be construed to have any
restive effect on the text herein.


 


22





















 


Clause 106 - ISPS/MTSA
clause for time charter parties 2005


 


(a)(i)  The Owners shall comply with the
requirements of the International Code for the Security of Ships and of Port
Facilities and the relevant amendments to Chapter XI of SOLAS (ISPS Code)
relating to the Vessel and “the Company” (as defined by the ISPS Code). If
trading to or from the United States or passing through United States waters,
the Owners shall also comply with the requirements of the US Maritime
Transportation Security Act 2002 (MTSA) relating to the Vessel and the “Owner”
(as defined by the MTSA).


 


(ii)
Upon request the Owners shall provide the Charterers with a copy of the
relevant International Ship Security Certificate (or the Interim International
Ship Security Certificate) and the full style contact details of the Company
Security Officer (CSO).


 


(iii) Loss,
damages, expense or delay (excluding consequential loss, damages, expense or
delay) caused by failure on the part of the Owners or “the Company”/”Owner” to
comply with the requirements of the ISPS Code/MTSA or this Clause shall be for
the Owners’ account, except as otherwise provided in this Charter Party.


 


(b)(i)
The Charterers shall provide the Owners and the Master with their full style
contact details and, upon request, any other information the Owners require to
comply with the ISPS Code/MTSA. Where sub-letting is permitted under the terms
of this Charter Party, the Charterers shall ensure that the contact details of
all sub-charterers are likewise provided to the Owners and the Master.
Furthermore, the Charterers shall ensure that all sub-charter parties they
enter into during the period of this Charter Party contain the following
provision:


 


“The
Charterers shall provide the Owners with their full style contact details and,
where sub-letting is permitted under the terms of the charter party, shall
ensure that the contact details of all sub-charterers are likewise provided to
the Owners”.


 


(ii)
Loss, damages, expense or delay (excluding consequential loss, damages, expense
or delay) caused by failure on the part of the Charterers to comply with this
Clause shall be for the Charterers’ account, except as otherwise provided in
this Charter Party.


 


(c)
Notwithstanding anything else contained in this Charter Party all delay, costs
or expenses whatsoever arising out of or related to security regulations or
measures required by the port facility or any relevant authority in accordance
with the ISPS Code/MTSA including, but not limited to, security guards, launch
services, vessel escorts, security fees or taxes and inspections, shall be for
the Charterers’ account, unless such costs or expenses result solely from the
negligence of the Owners, Master or crew. All measures required by the Owners
to comply with the Ship Security Plan shall be for the Owners’ account.


 


(d)
If either party makes any payment which is for the other party’s account  according to this Clause, the other party
shall indemnify the paying party.


 


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Clause 107 - Both to
blame collision Clause


 


If the vessel comes into
collision with another ship as a result of the negligence of the other ship and
any act, neglect or default of the master, mariner, pilot or the servants of
the carrier in the navigation or in the management of the vessel, the owners of
the cargo carried hereunder will indemnify the carrier against all loss or
liability to the other or non-carrying ship or her owners in so far as such
loss or liability represents loss of, or damage to, or any claim whatsoever of
the owners of said cargo, paid or payable by the other or non-carrying ship or
her owners to the owners of said cargo and set-off, recouped or recovered by
the other or non-carrying ship or her owners as part of their claim against the
carrying vessel or carrier. The foregoing provisions shall also apply where the
owners, operators or those in charge of any ship or ships or objects other
than, or in addition to, the colliding ships or objects are at fault in respect
of a collision or contact.


 


Clause 108 – U.S. Trade -
Unique Bill Of Lading Identifier Clause


 


The Charterers warrant
that each transport document accompanying a shipment of cargo destined to a
port or place in the United States of America shall have been endorsed with a
Unique Bill of Lading Identifier as required by the U.S. Customs Regulations
(19 CFR Part 4 Section 4.7.a) including subsequent changes, amendments or
modifications thereto, not later than the first port of call.


 


Non-compliance with the
provisions of this Clause shall amount to breach of warranty for the
consequences of which the Charterers shall be liable and shall hold the Owners
harmless and shall keep them indemnified against all claims whatsoever which
may arise and be made against them.


 


Furthermore, all time
lost and all expenses incurred including fines as a result of the Charterers’
breach of the provisions of this Clause shall be for the Charterers’ account.


 


Clause 109 General
average and the New Jason Clause


 


General average shall be
payable according to the york/antwerp rules 1974, but where the adjustment is
made in accordance with the law and practice of the united states of america,
the following clause shall apply:-


 


New Jason Clause


 


In the event of accident,
danger, damage or disaster before or after the commencement of the voyage,
resulting from any cause whatsoever, whether due to negligence or not, for
which, or for the consequence of which, the carrier is not responsible, by
statute, contract or otherwise, the goods shall contribute with the carrier in
general average to the payment of any sacrifices, losses or expenses of a
general average nature that may be made or incurred and shall pay salvage and
special charges incurred in respect of the goods.


 


If a salving ship is
owned or operated by the carrier, salvage shall be paid for as fully as if the
said salving ship or ships belonged to strangers. Such deposit as the carrier
or his agents may deem sufficient to cover the estimated contribution of the
goods and any salvage and special charges


 


24





















 


thereon shall, if
required be made by the goods shippers, consignees or owners of the goods to
the carrier before delivery.


 


And the charterers shall
procure that all bills of lading issued under this charter party shall contain
the same clause.


 


Clause 110 - General
paramount Clause


 


It is hereby mutually
agreed that all bills of lading issued pursuant to this charter party shall
bear the following clauses:


 


“all terms, provisions
and conditions of the rules contained in the international convention of
certain rules relating to bills of lading dated brussels, the 25th
august, 1924 (commonly known as the hague rules) shall apply to the contract in
this bill of lading, but if in the country of shipment or delivery of the cargo
a special law has been enacted in order to incorporate the rules of the said
convention then all the terms, provisions and conditions of the said convention
with and subject to such modifications and additions, if any, as are imposed by
such special law shall apply. Nothing herein contained shall be deemed to be a
surrender by the carrier of any of his rights or immunities or an increase of
any of his responsibilities under the said rules or enactment’s.


 


The carrier is to be
entitled to the benefit of all such privileges, rights and immunities as are
contained in the said rules or enactment’s as if the same were herein
specifically set out, and if anything herein contained be inconsistent with the
said rules or enactment’s it shall, to the extent of such inconistency and no
further be null and void.”


 


Clause 111 – U.S. Anti
Drug Abuse Act 1986 Clause for Time Charters


 


In pursuance of the
provisions of the U.S. Anti Drug Abuse Act 1986, or any re-enactment thereof,
the Charterers warrant to exercise the highest degree of care and diligence in
preventing unmanifested narcotic drugs and marijuana to be loaded or concealed
on board the Vessel.


 


Non-compliance with the
provisions of this Clause shall amount to breach of warranty for the
consequences of which the Charterers shall be liable and shall hold the Owners,
the Master and the crew of the Vessel harmless and shall keep them indemnified
against all claims whatsoever which may arise and be made against them
individually or jointly.


 


Furthermore, all time
lost and all expenses incurred, including fines, as a result of the Charterers’
breach of the provisions of this Clause shall be for the Charterers’ account
and the Vessel shall remain on hire.


 


Should the Vessel be
arrested as a result of the Charterers’ non-compliance with the provisions of
this Clause, the Charterers shall at their expense take all reasonable steps to
secure that within a reasonable time the Vessel is released and at their expense
put up bail to secure release of the Vessel.


 


The Owners shall remain
responsible for all time lost and all expenses incurred, including fines, in
the event that unmanifested narcotic drugs and marijuana are found in the
possession or effects of the Vessel’s personnel.


 


25





















 


Clause 112 – U.S. Customs
Advance Notification/AMS Clause for Time Charter Parties


 


(a) If the Vessel loads
or carries cargo destined for the US or passing through US ports in transit, the
Charterers shall comply with the current US Customs regulations (19 CFR 4.7) or
any subsequent amendments thereto and shall undertake the role of carrier for
the purposes of such regulations and shall, in their own name, time and
expense:


 


i)                            Have
in place a SCAC (Standard Carrier Alpha Code);


ii)                         Have in
place an ICB (International Carrier Bond);


iii)                      Provide the
Owners with a timely confirmation of i) and ii) above; and


iv)                     Submit a
cargo declaration by AMS (Automated Manifest System) to the US Customs and
provide the Owners at the same time with a copy thereof.


 


(b) The Charterers assume
liability for and shall indemnify, defend and hold harmless the Owners against
any loss and/or damage whatsoever (including consequential loss and/or damage)
and/or any expenses, fines, penalties and all other claims of whatsoever
nature, including but not limited to legal costs, arising from the Charterers’
failure to comply with any of the provisions of sub-clause (a). Should such
failure result in any delay then, notwithstanding any provision in this Charter
Party to the contrary, the Vessel shall remain on hire.


 


(c) If the Charterers’
ICB is used to meet any penalties, duties, taxes or other charges which are
solely the responsibility of the Owners, the Owners shall promptly reimburse
the Charterers for those amounts.


 


(d) The assumption of the
role of carrier by the Charterers pursuant to this Clause and for the purpose
of the US Customs Regulations (19 CFR 4.7) shall be without prejudice to the
identity of carrier under any bill of lading, other contract, law or
regulation.


 


Clause 213 – U.S. Trade -
Unique bill of lading identifier Clause


 


the charterers warrant
that each transport document accompanying a shipment of cargo destined to a
port or place in the united states of america shall have been endorsed with a
unique bill of lading identifier as required by the u.s. Customs regulations
(19 cfr part 4 section 4.7.a) including subsequent changes, amendments or
modifications thereto, not later than the first port of call.


 


Non-compliance with the
provisions of this clause shall amount to breach of warranty for the
consequences of which the charterers shall be liable and shall hold the owners
harmless and shall keep them indemnified against all claims whatsoever which
may arise and be made against them.


 


Furthermore, all time
lost and all expenses incurred including fines as a result of the charterers’
breach of the provisions of this clause shall be for the charterers’ account.


 


26





















 


Clause
114 -Bimco standard war risks Clause for Time Charters, 1993 Code name: “conwartime
1993”


 


(1) For the
purpose of this Clause, the words:


 


(a) “Owners” shall
include the shipowners, bareboat charterers, disponent Owners, managers or other
operators who are charged with the management of the Vessel, and the Master;
and


 


(b) “War Risks”
shall include any war (whether actual or threatened), act of war, civil war,
hostilities, revolution, rebellion, civil commotion, warlike operations, the laying
of mines (whether actual or reported), acts of piracy, acts of terrorists, acts
of hostility or malicious damage, blockades (whether imposed against all
vessels or imposed selectively against vessels of certain flags or ownership,
or against certain cargoes or crews or otherwise howsoever), by any person,
body, terrorist or political group, or the Government of any state whatsoever,
which, in the reasonable judgement of the Master and/or the Owners, may be
dangerous or are likely to be or to become dangerous to the Vessel, her cargo,
crew or other persons on board the Vessel.


 


(2) The Vessel,
unless the written consent of the Owners be first obtained, shall not be
ordered to or required to continue to or through, any port, place, area or zone
(whether of land or sea), or any waterway or canal, where it appears that the
Vessel, her cargo, crew or other persons on board the Vessel, in the reasonable
judgement of the Master and/or the Owners, may be, or are likely to be, exposed
to War Risks. Should the Vessel be within any such place as aforesaid, which
only becomes dangerous, or is likely to be or to become dangerous, after her
entry into it, she shall be at liberty to leave it.


 


(3) The Vessel
shall not be required to load contraband cargo, or to pass through any
blockade, whether such blockade be imposed on all vessels, or is imposed
selectively in any way whatsoever against vessels of certain flags or
ownership, or against certain cargoes or crews or otherwise howsoever, or to
proceed to an area where she shall be subject, or is likely to be subject to a
belligerents right of search and/or confiscation.


 


(4) (a) The Owners
may effect war risks insurance in respect of the Hull and Machinery of the
Vessel and their other interests (including, but not limited to, loss of
earnings and detention, the crew and their Protection and Indemnity Risks), and
the premiums and/or calls therefor shall be for their account.


 


(b) If the
Underwriters of such insurance should require payment of premiums and/or calls
because, pursuant to the Charterers’ orders, the Vessel is within, or is due to
enter and remain within, any area or areas which are specified by such
Underwriters as being subject to additional premiums because of War Risks, then
such premiums and/ or calls shall


 


27





















 


be reimbursed by the
Charterers to the Owners at the same time as the next payment of hire is due.


 


(5) If the Owners
become liable under the terms of employment to pay to the crew any bonus or
additional wages in respect of sailing into an area which is dangerous in the
manner defined by the said terms, then such bonus or additional wages shall be
reimbursed to the Owners by the Charterers at the same time as the next time as
the next payment of hire is due.


 


(6) The vessel
shall have liberty:-


 


(a) to comply with
all orders, directions, recommendations or advice as to departure, arrival,
routes, sailing in convoy, ports of call, stoppages, destinations, discharge of
cargo, delivery, or in any other way whatsoever, which are given by the
Government of the Nation under whose flag the Vessel sails, or other Government
to whose laws the Owners are subject, or any other Government, body or group
whatsoever acting with the power to compel compliance with their orders or
directions;


 


(b) to comply with
the order, directions or recommendations of any war risks underwriters who have
the authority to give the same under the terms of the war risks insurance;


 


(c) to comply with
the terms of any resolution of the Security Council of the United Nations, any
directives of the European Community, the effective orders of any other
Supernational body which has the right to issue and give the same, and with
national laws aimed at enforcing the same to which the Owners are subject, and
to obey the orders and directions of those who are charged with their
enforcement;


 


(d) to divert and
discharge at any other port any cargo or part thereof which may render the
Vessel liable to confiscation as a contraband carrier;


 


(e) to divert and
call at any other port to change the crew or any part thereof or other persons
on board the Vessel when there is reason to believe that they may be subject to
internment, imprisonment or other sanctions.


 


(7) If in
accordance with their rights under the foregoing provisions of this Clause, the
Owners shall refuse to proceed to the loading or discharging ports, or any one
or more of them, they shall immediately inform the Charterers. No cargo shall
be discharged at any alternative port without first giving the Charterers
notice of the Owners’ intention to do so and requesting them to nominate a safe
port for such discharge. Failing such nomination by the Charterers within 48
hours of the receipt of such notice and request, the Owners may discharge the
cargo at any safe port of their own choice.


 


28





















 


(8) If in compliance with any of the provisions of sub-clauses (2) to
(7) of this Clause anything is done or not done, such shall not be deemed a
deviation, but shall be considered as due fulfillment of this Charter Party.


 


Clause .15 - Vessel’s description and Baltic standard
questionnaire


 


All
and each detail “about”


 


Mv
Mommy Duckling tbr Mv Star Iota 

About 78,585 dwt on 14.479 m ssw tpc 72mt 

Built 1983 - flag Panamanian

243m loa 32.25m beam depth 20.0 m

Gt/nt: 45773/24230 

9hoha - ha dim (1) 12.6 lm*(b) 14m

Total gr cap 2,993,694.9 cbft(84,772.9 m3 )

1-9: grain cubic breakdown (cbm)

No. 1-9; 7,478.8/9,689.3/9,835.2/9,814.8

/ 9,723.5 / 10,186.8 / 9,814,8 / 9,774.4 / 8,454.4cbm

Total-: 84,772.9 cbm

Hatchcover type: 2-paneled rack side rolling

Under good weather conditions upto /incl bfc-4/d’gls-3 & no adverse current

About 13.25(b) / 12.75 (1) knots on about 43.3 / 44.3 mt ifol80 plus about

l.5mt mdo


Port
cons: idle about 3.8rnt ifo and about 2.5mt mdo


working
about 4.8-7.5rnt fo and about 2.5mt mdo


All details are about and
without guarantee


 


	
  The
  Owners

  	
   

  	
  The
  Charterers

  
	
   

  	
   

  
	
  Star Iota Inc. of
  Majuro, Marshall Islands

  	
   

  	
  TMT Co, Ltd, Taipei

  
	
  /s/ [ILLEGIBLE]

  	
   

  	
   

  	
  /s/ [ILLEGIBLE]

  	
   

  
						



 


29





















 


Athens,
8th March 2007


 


ADDENDUM
No. 1


 


To the “Mommy Duckling TBRN Star Iota” Charter
Party dated, 26th February 2007


 


It has been agreed
between:


 


Messrs STAR IOTA INC. of
Majuro, Marshall Islands, as Owners


 


and


 


Messrs TMT Co,  Ltd,.
of the city of Taipei, as Charterers


 


This Charter Party is
subject to the Owners obtaining title to the ship, failing which it shall be
considered null and void and both parties will be released without one party
asserting any claim against the other.


 


All other terms,
conditions and exceptions of the above mentioned Charter Party to remain
unaltered and in full force.


 


 


	
  THE OWNERS

  	
  THE CHARTERERS

  
	
   

  	
   

  
	
  /s/ [ILLEGIBLE]

  	
   

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
  Star
  Iota Inc. of Majuro, Marshall Islands

  	
  TMT Co. Ltd., Taipei