Exhibit 10.12

 

ORIGINAL

 

Code word for this Charter Party

“SHELLTIME 4”

 

Issued December 1984 amended December 2003, Version 1.1 Apr06

 



 

	
 
    	
 
    	
 
    	
Time Charter Party
    
	
 
    	
 
    	
 
    	
LONDON 27th May
    
	
 
    	
 
    	
 
    	
2011
    


 

	
 
    	
 
    	
IT IS THIS DAY AGREED between Orion Tankers Limited   of Monrovia (hereinafter referred to   as “Owners”), being owners of the good motor/steam* vessel called “GRENDON” (hereinafter referred to as “the vessel”)   described as per Clause 1 hereof and Petredec   Limited  of Bermuda   (hereinafter referred to as “Charterers”):
    
	
 
    	
 
    	
 
    	
 
    
	
Description   And Condition of Vessel
    	
 
    	
1.
    	
At the date of delivery of   the vessel under this charter and throughout the charter period:

(a)         she shall be   classed by a Classification Society which is a member of the International   Association of Classification Societies;

(b)         she shall be   in every way fit to carry the cargo as described   in Clause 4. crude petroleum and/or its products;

(c)          she shall be   tight, staunch, strong, in good order and condition, and in every way fit for   the service, with her machinery, boilers, hull and other equipment (including   but not limited to hull stress calculator, radar, computers and computer   systems) in a good and efficient state;

(d)         her tanks,   valves and pipelines shall be oil gas-tight;

(e)          she shall be   in every way fitted for burning, in accordance with the grades specified in Clause   29 hereof:
    
	
 
    	
 
    	
 
    	
(i)             at sea, fuel   oil for main propulsion and fuel oil/marine diesel oil* for auxiliaries;

(ii)          in port fuel   oil/marine diesel oil* for auxiliaries;
    
	
 
    	
 
    	
 
    	
(f)           she shall   comply with the regulations in force so as to enable her to pass through the   Suez and Panama Canals by day and night without delay;

(g)          she shall   have on board all certificates, documents and equipment required from time to   time by any applicable law to enable her to perform the charter service   without delay;

(h)         she shall   comply with the description in the OCIMF Harmonised Vessel Particulars   Questionnaire appended hereto as Appendix A, provided however that if there   is any conflict between the provisions of this questionnaire and any other   provision, including this Clause 1, of this charter such other   provisions shall govern;

(i)             her ownership   structure, flag, registry, classification society and management company   shall not be changed without Charterers’   prior agreement;
    
	
Safety   Management 
    	
 
    	
 
    	
(j)            Owners will   operate:

(i)             a safety   management system certified to comply with the International Safety   Management Code (“ISM Code”) for the Safe Operation of Ships and for   Pollution Prevention;
    
	
 
    	
 
    	
 
    	
(ii)          a documented   safe working procedures system (including procedures for the identification   and mitigation of risks);

(iii)       a documented   environmental management system;

(iv)      documented   accident/incident reporting system compliant with flag state requirements;
    
	
 
    	
 
    	
 
    	
(k)         Owners shall   submit to Charterers a monthly written report detailing all   accidents/incidents and environmental reporting requirements, in accordance   with the “Shell Safety and Environmental Monthly Reporting Template” appended   hereto as Appendix B;

(l)             Owners shall   maintain Health Safety Environmental (“HSE”) records sufficient to   demonstrate compliance with the requirements of their HSE system and of this   charter. Charterers reserve the right to confirm compliance with HSE   requirements by audit of Owners.

(m)     Owners will   arrange at their expense for a SIRE inspection to be carried out at intervals   of six months plus or minus thirty days.
    
	
Shipboard   Personnel And their Duties
    	
 
    	
2.
    	
(a)         At the date   of delivery of the vessel under this charter and throughout the charter   period:

(i)             she shall   have a full and efficient complement of master, officers and crew for a   vessel of her tonnage, who shall in any event be not less than the number   required by the laws of the flag state and who shall be trained to operate   the vessel and her
    


 




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This document is a computer generated SHELLTIME 4 (as revised 2003) form printed by BIMCO’s idea with the permission of Shell. Any insertion or deletion must be clearly visible. In event of any modification being made to the pre-printed text of this document which is not clearly visible the Shell-approved text of SHELLTIME 4 (as revised 2003) shall apply. BIMCO and Shell assume no responsibility for any loss, damage or expense caused as a result of discrepancies between the SHELLTIME 4 (as revised 2003) document and this computer generated document.

 











 

	
 
    	
 
    	
 
    	
equipment competently and   safely;
    
	
 
    	
 
    	
 
    	
(ii)          all shipboard   personnel shall hold valid certificates of competence in accordance with the   requirements of the law of the flag state;
    
	
 
    	
 
    	
 
    	
(iii)       all shipboard   personnel shall be trained in accordance with the relevant provisions of the   International Convention on Standards of Training, Certification and   Watchkeeping for Seafarers, 1995 or any additions, modifications or   subsequent versions thereof;
    
	
 
    	
 
    	
 
    	
(iv)      there shall   be on board sufficient personnel with a good working knowledge of the English   language to enable cargo operations at loading and discharging places to be   carried out efficiently and safely and to enable communications between the   vessel and those loading the vessel or accepting discharge there from to be   carried out quickly and efficiently;
    
	
 
    	
 
    	
 
    	
(v)         the terms of   employment of the vessel’s staff and crew will always remain acceptable to   The International Transport Worker’s Federation and the vessel will at all   times carry a Blue Card;
    
	
 
    	
 
    	
 
    	
(vi)      the   nationality of the vessel’s officers given in the OCIMF Vessel Particulars   Questionnaire referred to in Clause 1(h) will not change without   Charterers’ prior agreement.
    
	
 
    	
 
    	
 
    	
(b)         Owners   guarantee that throughout the charter service the master shall with the   vessel’s officers and crew, unless otherwise ordered by Charterers;
    
	
 
    	
 
    	
 
    	
(i)             prosecute all   voyages at the service speed with the utmost despatch;
    
	
 
    	
 
    	
 
    	
(ii)          render all   customary assistance; and
    
	
 
    	
 
    	
 
    	
(iii)       load and   discharge cargo as rapidly as possible when required by Charterers or their   agents to do so, by night or by day, but always in accordance with the laws   of the place of loading or discharging (as the case may be) and in each case   in accordance with any applicable laws of the flag state.
    
	
Duty   to Maintain
    	
 
    	
3.
    	
(a)         Throughout   the charter service Owners shall, whenever the passage of time, wear and tear   or any event (whether or not coming within Clause 27 hereof) requires   steps to be taken to maintain or restore the conditions stipulated in Clauses   1 and 2(a), exercise due diligence so to maintain or restore the   vessel.
    
	
 
    	
 
    	
 
    	
(b)         If at any   time whilst the vessel is on hire under this charter the vessel fails to comply   with the requirements of Clauses 1, 2(a) or 10 then hire   shall be reduced to the extent necessary to indemnify Charterers for such   failure. If and to the extent that such failure affects the time taken by the   vessel to perform any services under this charter, hire shall be reduced by   an amount equal to the value, calculated at the rate of hire, of the time so   lost.
    
	
 
    	
 
    	
 
    	
Any reduction of hire under this sub-Clause   (b) shall be without prejudice to any other remedy available to   Charterers, but where such reduction of hire is in respect of time lost, such   time shall be excluded from any calculation under Clause 24.
    
	
 
    	
 
    	
 
    	
(c)          If Owners are   in breach of their obligations under Clause 3(a)), Charterers may so   notify Owners in writing and if, after the expiry of 30 days following the   receipt by Owners of any such notice, Owners have failed to demonstrate to   Charterers’ reasonable satisfaction the exercise of due diligence as required   in Clause 3(a), the vessel shall be off-hire, and no further hire   payments shall be due, until Owners have so demonstrated that they are   exercising such due diligence.
    
	
 
    	
 
    	
 
    	
(d)         Owners shall   advise Charterers immediately, in writing, should the vessel fail an   inspection by, but not limited to, a governmental and/or port state   authority, and/or terminal and/or major charterer of similar tonnage.   Owners shall simultaneously advise Charterers of their proposed course of   action to remedy the defects which have caused the failure of such   inspection.
    
	
 
    	
 
    	
 
    	
(e)          If, in   Charterers reasonably held view:

(i)             failure of an   inspection, or,

(ii)          any finding   of an inspection,

referred to in Clause 3 (d),   prevents normal commercial operations then Charterers have the option to   place the vessel off-hire from the date and time that the vessel fails such   inspection, or becomes commercially inoperable, until the date and time that   the vessel passes a re-inspection by the same organisation, or becomes   commercially operable, which shall be in a position no less favourable to   Charterers than at which she went off-hire.
    
	
 
    	
 
    	
 
    	
(f)           Furthermore,   at any time while the vessel is off-hire under this Clause 3 (with the   exception of Clause 3(e)(ii)), Charterers have the option to terminate   this charter by giving notice in writing with effect from the date on which   such notice of termination is received by Owners or from any later date   stated in such notice. This sub-Clause (f) is without prejudice   to any rights of
    


 












 

	
 
    	
 
    	
 
    	
Charterers or obligations of Owners under this   charter or otherwise (including without limitation Charterers’ rights under Clause   21 hereof).
    
	
Period,   Trading Limits and Safe Places
    	
 
    	
4.
    	
(a)   Owners agree to let and Charterers agree to hire the vessel for   a period of 12 months  plus or minus    15 days more or   less in Charterers option, commencing from the time and date of   delivery of the vessel, for the purpose of carrying all lawful merchandise   (subject always to Clause 28) including in particular;  in accordance with the vessel’s Certificate of Fitness
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
in any part of the world, as Charterers shall   direct, subject to the limits of the current British Institute Warranties    Mediterranean, Black Sea, United Kingdom   Continent, Atlantic not south of a line between La Plata and Dakar (both   ports included), River Plate mot north of but including San Lorenzo, West   Coast Latin America Panama - Peru Range and Caribbean, always within American   Institute Trade Warranties, via safe anchorage(s), berth(s), Ports(s), STS   locations(s), terminal(s), excluding Amazon, Caripito, Cuba, Haiti, Israel,   Lebanon, Libya, Orinoco and Syria or any country / place which may from time   to time be prohibited by the vessel’s flag authority and/or the E.U and/or   the U.N. and/or the U.S.A or be the subject of embargoes/sanctions. and   any subsequent amendments thereof. Notwithstanding the foregoing, but   subject to Clause 35, Charterers may order the vessel to ice-bound   waters or to any part of the world outside such limits provided that Owners   consent thereto (such consent not to be unreasonably withheld) and that   Charterers pay for any insurance premium required by the vessel’s   underwriters as a consequence of such order. The vessel   shall not force ice nor follow ice-breakers.
    
	
 
    	
 
    	
 
    	
(b)    Any time during which the vessel is off-hire under this charter   may be added to the charter period in Charterers option up to the total   amount of time spent off-hire. In such cases the rate of hire will be that   prevailing at the time the vessel would, but for the provisions of this   Clause, have been redelivered.
    
	
 
    	
 
    	
 
    	
(c)   Charterers shall use due diligence to ensure that the vessel is   only employed between and at safe places (which expression when used in this   charter shall include ports, berths, wharves, docks, anchorages, submarine   lines, alongside vessels or lighters, and other locations including locations   at sea) where she can safely lie always afloat. Notwithstanding anything   contained in this or any other clause of this charter, Charterers do not   warrant the safety of any place to which they order the vessel and shall be   under no liability in respect thereof except for loss or damage caused by   their failure to exercise due diligence as aforesaid. Subject as above, the   vessel shall be loaded and discharged at any places as Charterers may direct,   provided that Charterers shall exercise due diligence to ensure that any   ship-to-ship transfer operations shall conform to standards not less than   those set out in the latest published edition of the ICS/OCIMF Ship-to-Ship   Transfer Guide. 
    
	
 
    	
 
    	
 
    	
(d)   Unless otherwise agreed, the vessel shall   be delivered by Owners liquid free under   vapours of last cargo LPG or Propylene dropping outward pilot at a   one safe port at a 

port in 
    
	
 
    	
 
    	
 
    	
North West Europe   Gibraltar-Hamburg Range including East Coast United Kingdom  at in Owners’ option and redelivered to Owners liquid free under vaporus of last cargo, if LPG or Propylene,   otherwise under minimum 99.9 pct Nitrogen and maximum 0.1 pct Oxygen, VCM not   to be last 3 cargoes, dropping outward pilot one safe   port at a port in
    
	
 
    	
 
    	
 
    	
North West Europe Gibraltar - Hamburg   Range, including  East Coast United   Kingdom  at in   Charterers’ option.
    
	
 
    	
 
    	
 
    	
(e)   The vessel will deliver with last cargo(es) of          and will redeliver with last cargo(es) of        
    
	
 
    	
 
    	
 
    	
(f)    Owners are required to give Charterers 5/3/1    days prior  definite notice   of delivery (including place) and Charterers   are 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
required   to give Owners 30/20/15/10  days   approximate notice and 5/3/1 days difinite prior   notice of redelivery.(including place).
    
	
Laydays/   Cancelling
    	
 
    	
5.
    	
The   vessel shall not be delivered to Charterers before 27th May 2011 (00:01 hours)  and   Charterers shall have the option of cancelling this charter if the vessel is   not ready and at their disposal on or before 10th June 2011 (24:00 hours)
    
	
Owners   to Provide
    	
 
    	
6.
    	
Owners   undertake to provide and to pay for all provisions, wages (including but not   limited to all overtime payments), and shipping and discharging fees and all   other expenses of the master, officers and crew; also, except as provided in Clauses   4 and 34 hereof, for all insurance on the vessel, for all deck,   cabin and engine-room stores, and for water; for all drydocking, overhaul,   maintenance and repairs to the vessel; and for all fumigation expenses and de-rat   certificates. Owners’ obligations under this Clause 6 extend to all   liabilities for customs or import duties arising at any time during the   performance of this charter in relation to the personal effects of the   master, officers and crew, and in relation to the stores, provisions and   other matters aforesaid which Owners are to provide and pay for 
    


 











 

	
 
    	
 
    	
 
    	
and Owners shall refund to Charterers any sums Charterers or their   agents may have paid or been compelled to pay in respect of any such   liability. Any amounts allowable in general average for wages and provisions   and stores shall be credited to Charterers insofar as such amounts are in   respect of a Period when the vessel is on-hire.
    
	
Charterers to Provide
    	
 
    	
7.
    	
(a)   Charterers shall provide and pay for all fuel (except fuel   used for domestic services), towage and pilotage and shall pay agency   fees, port charges, commissions, expenses of loading and unloading cargoes,   canal dues, garbage  dues,   security/watch costs and expenses and all charges other than those   payable by Owners in accordance with Clause 6 hereof, provided that   all charges for the said items shall be for Owners’ account when such items   are consumed, employed or incurred for Owners’ purposes or while the vessel   is off-hire (unless such items reasonably relate to any service given or   distance made good and taken into account under Clause 21 or 22);   and provided further that any fuel used in connection with a general average   sacrifice or expenditure shall be paid for by Owners.
    
	
 
    	
 
    	
 
    	
(b)   In respect of bunkers consumed for Owners’ purposes these will   be charged on each occasion by Charterers on a “first-in-first-out” basis   valued on the prices actually paid by Charterers.
    
	
 
    	
 
    	
 
    	
(c)   If the trading limits of this charter include ports in the   United States of America and/or its protectorates then Charterers shall   reimburse Owners for port specific charges relating to additional premiums   charged by providers of oil pollution cover, (including   COFR) when incurred by the vessel calling at ports in the United   States of America and/or its protectorates in accordance with Charterers   orders.
    
	
Rate of Hire
    	
 
    	
8.
    	
Subject as herein provided, Charterers shall pay for the use and hire   of the vessel at the rate of United States Dollars 307,500   per calendar month including overtime plus United States Dollars 500 per   calendar month for communications  per day, and pro rata   for any part of a day month, from the time and date of her delivery   (local time) to Charterers until the time and date of redelivery (local time)   to Owners.
    
	
Payment of Hire
    	
 
    	
9.
    	
Subject to Clause 3 (c) and 3 (e), payment of   hire shall be made in immediately available funds to: Owners’   designated bank account.
    
	
 
    	
 
    	
 
    	
               
    
	
 
    	
 
    	
 
    	
Account:              
    
	
 
    	
 
    	
 
    	
                   
    
	
 
    	
 
    	
 
    	
in United States Dollars per calendar month in advance, less:
    
	
 
    	
 
    	
 
    	
(i)    any hire paid which Charterers reasonably estimate to relate to   off-hire periods, and;
    
	
 
    	
 
    	
 
    	
(ii)   any amounts disbursed on Owners’ behalf,   any advances and commission thereon, and charges which are for Owners’ account   pursuant to any provision hereof, and;
    
	
 
    	
 
    	
 
    	
(iii)  any amounts due or reasonably estimated to   become due to Charterers under Clause 3 (c) or 24 hereof, 

any such adjustments to be made at the due date for the next monthly   payment after the facts have been ascertained. Charterers shall not be   responsible for any delay or error by Owners’ bank in crediting Owners’   account provided that Charterers have made proper and timely payment.
    
	
 
    	
 
    	
 
    	
In default of such proper and timely payment:
    
	
 
    	
 
    	
 
    	
(a)   Owners shall notify Charterers of such default and Charterers   shall within seven days of receipt of such notice pay to Owners the amount   due, including interest, failing which Owners may withdraw the vessel from   the service of Charterers without prejudice to any other rights Owners may   have under this charter or otherwise; and;
    
	
 
    	
 
    	
 
    	
(b)   Interest on any amount due but not paid on the due date shall   accrue from the day after that date up to and including the day when payment   is made, at a rate per annum which shall be 1% above the U.S. Prime Interest   Rate as published by the Wall Street Journal    Chase Manhattan Bank in New York at 12.00 New York time on the due   date, or, if no such interest rate is published on that day, the interest   rate published on the next preceding day on which such a rate was so   published, computed on the basis of a 360 day year of twelve 30-day months,   compounded semi-annually.
    
	
Space Available to Charterers
    	
 
    	
10.
    	
The whole reach, burthen and decks on the vessel and any passenger   accommodation (including Owners’ suite) shall be at Charterers’ disposal,   reserving only proper and sufficient space for the vessel’s master, officers,   crew, tackle, apparel, furniture, provisions and stores, provided that the weight   of stores on board shall not, unless specially agreed, exceed 100 tonnes at any time during the   charter period.
    
	
Segregated Ballast
    	
 
    	
11.
    	
In connection with the Council of the European Union Regulation on   the Implementation of IMO Resolution A747(18) Owners will ensure that the   following entry is made on the International Tonnage 
    


 












 

	
 
    	
 
    	
 
    	
and Owners shall refund to Charterers any sums Charterers or their   agents may have paid or been compelled to pay in respect of any such   liability. Any amounts allowable in general average for wages and provisions   and stores shall be credited to Charterers insofar as such amounts are in   respect of a Period when the vessel is on-hire.
    
	
Charterers   to Provide
    	
 
    	
7.
    	
(a)         Charterers   shall provide and pay for all fuel (except fuel used for domestic services),   towage and pilotage and shall pay agency fees, port charges, commissions,   expenses of loading and unloading cargoes, canal dues, garbage   dues, security/watch costs and expenses and all charges other than   those payable by Owners in accordance with Clause 6 hereof, provided   that all charges for the said items shall be for Owners’ account when such   items are consumed, employed or incurred for Owners’ purposes or while the   vessel is off-hire (unless such items reasonably relate to any service given   or distance made good and taken into account under Clause 21 or 22);   and provided further that any fuel used in connection with a general average   sacrifice or expenditure shall be paid for by Owners.
    
	
 
    	
 
    	
 
    	
(b)         In respect of   bunkers consumed for Owners’ purposes these will be charged on each occasion   by Charterers on a “first-in-first-out” basis valued on the prices actually   paid by Charterers.
    
	
 
    	
 
    	
 
    	
(c)          If the   trading limits of this charter include ports in the United States of America   and/or its protectorates then Charterers shall reimburse Owners for port   specific charges relating to additional premiums charged by providers of oil   pollution cover (including COFR),   when incurred by the vessel calling at ports in the United States of America   and/or its protectorates in accordance with Charterers orders.
    
	
Rate of Hire
    	
 
    	
8.
    	
Subject as herein provided, Charterers shall pay for the use and hire   of the vessel at the rate of United States Dollars 307,500   per calender month including overtime plus United States Dollers 500 per   calender month for communications per day, and pro rata   for any part of a day month, from the time and date of her delivery   (local time) to Charterers until the time and date of redelivery (local time)   to Owners.
    
	
Payment of Hire
    	
 
    	
9.
    	
Subject to Clause 3 (c) and 3 (e), payment of   hire shall be made in immediately available funds to: Owner’s   designated bank account.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
Account: 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
in United States Dollars per calendar month in advance, less:
    
	
 
    	
 
    	
 
    	
(i)             any hire paid   which Charterers reasonably estimate to relate to off-hire periods, and;
    
	
 
    	
 
    	
 
    	
(ii)          any amounts   disbursed on Owners’ behalf, any advances and commission thereon, and charges   which are for Owners’ account pursuant to any provision hereof, and;
    
	
 
    	
 
    	
 
    	
(iii)       any amounts   due or reasonably estimated to become due to Charterers under Clause 3 (c)   or 24 hereof,
    
	
 
    	
 
    	
 
    	
any such adjustments to be made at the due date for the next monthly   payment after the facts have been ascertained. Charterers shall not be   responsible for any delay or error by Owners’ bank in crediting Owners’   account provided that Charterers have made proper and timely payment.
    
	
 
    	
 
    	
 
    	
In default of such proper and timely payment:
    
	
 
    	
 
    	
 
    	
(a)         Owners shall   notify Charterers of such default and Charterers shall within seven days of   receipt of such notice pay to Owners the amount due, including interest, failing   which Owners may withdraw the vessel from the service of Charterers without   prejudice to any other rights Owners may have under this charter or   otherwise; and;
    
	
 
    	
 
    	
 
    	
(b)         Interest on   any amount due but not paid on the due date shall accrue from the day after   that date up to and including the day when payment is made, at a rate per   annum which shall be 1% above the U.S. Prime Interest Rate as published by   the Wall Street Journal Chase   Manhattan Bank in New York at 12.00 New York time on the due date, or, if   no such interest rate is published on that day, the interest rate published   on the next preceding day on which such a rate was so published, computed on   the basis of a 360 day year of twelve 30-day months, compounded   semi-annually.
    
	
Space Available to Charterers
    	
 
    	
10.
    	
The whole reach, burthen and decks on the vessel and any passenger   accommodation (including Owners’ suite) shall be at Charterers’ disposal,   reserving only proper and sufficient space for the vessel’s master, officers,   crew, tackle, apparel, furniture, provisions and stores, provided that the   weight of stores on board shall not, unless specially agreed, exceed 100 tonnes at any time during the   charter period.
    
	
Segregated Ballast
    	
 
    	
11.
    	
In connection with the Council of the European Union Regulation on   the Implementation of IMO Resolution A747(18) Owners will ensure that the   following entry is made on the International Tonnage
    


 











 

	
 
    	
 
    	
 
    	
Certificate(1969) under the section headed “remarks”:\”the segregates   ballast tanks comply with the Regulation 13 Annex 1 of the International   Convention for the prevention of pollition from ships, 1973, as modified by   the Protocol of 1978 relating thereto, and the total tonnage of such tanks   exclusively used for the carriage of segregated water ballast is             .   The reduced gross tonnage which should be used for calculation of tonnage   based fees is         .
    
	
Instructions And Logs
    	
 
    	
12.
    	
Charterers shall from time to give the master all requisite   instructions and sailling directions (subject always to the   Master’s paramount discretion as matters of navigation and routing),   and the master shall keep a full and, correct log of the voyage or voyages,   which Charterers or their agents may inspect as required. The master shall   when required furnish Charterers or their agent with a true copy of such log   and other returns as Charterers may require. Charterers shall be entitled to   take copies at Owner’s expense of any such documents which are not provided   by the master.
    
	
Bills of Ladind
    	
 
    	
13.
    	
(a)         The master   (although appointed by Owners) shall be under the orders and direction of   Charterers as regards employement of the Vessel, agency and other   arrangements, and shall sign Bills of Loading as Charterers or their agents   may direct (subject always to Clauses 35(a) and 40) without   prejudice to this charter. Charterers hereby indemnify Owners against all   consequences or liabilities that may arise;
    
	
 
    	
 
    	
 
    	
(i)             from signing   Bills of Loading in accordance with the directions of Charteres or their   agents, to the extent that the terms of such Bills of Loading fail to conform   to the requirements of this charter, or (except as provided in Clauses 13   (b) from the master otherwise complying with Charterers’ or their   agents’ orders;
    
	
 
    	
 
    	
 
    	
(ii)          from any   irregularities in papers supplied by Charterers or their agents.
    
	
 
    	
 
    	
 
    	
(b)         If Charterers   by telex, facsimile or other form of written communication that specifically   refers to this clause request Owners to discharge a quantity of cargo either   without Bills of Lading and/or at a discharge place other that named in a   Bills of Lading and/or that is different from the Bills of Lading quantity,   then Owners’ shall discharge such cargo in accordance with Charterer’s   instructions in consideration of receiving the following indemnity which   shall be deemed to be given by Charterers on each and every such occasion and   which is limited in value to 200% of the CIF value of the cargo carried on   board;
    
	
 
    	
 
    	
 
    	
“(i) Charterers shall indemnify Owners   and Owners’ servants and agents in respect of any liability loss or damage of   whatsoever nature (including legal costs as between attorney or solocitor and   client and associated expences) which Owners or may sustain by reason of   delivering such cargo in accordance with Charterers’ request.
    
	
 
    	
 
    	
 
    	
(ii) If any proceeding is commenced   against Owners or any of Owners’ servants agents in connection with the   vessels having delivered cargo in accordance with such request, Charterers   shall provide Owners or any of Owners’ servents or agents from time to time   on demand with sufficient funds to defand the said proceedings.
    
	
 
    	
 
    	
 
    	
(iii) If the Vessel or any other   vessel or property belonging to Owners or in associated    Ownership, Management or Control should   be arrested or detained, or if the arrest or detention thereof should be   threatened, by reason of discharge in accordance with Charterers instruction   as aforesaid, Charterers shall provide on demand such bail or other security   as may be required to prevent such arrest or detention or to secure the   release of such vessel or property and Charterers shall indemnify Owners in   respect of any loss, damage or expenses caused by such arrest or detention   whether or not same may be justified.
    
	
 
    	
 
    	
 
    	
(iv) Charterers shall, if called upon   to do so at any time while such cargo is in Charterers’ possession, custody   or control, redeliver the same to Owners.
    
	
 
    	
 
    	
 
    	
(v) As soon as all original Bills of   Lading for the above cargo which name as discharge port the place where   delivery actually occurred shall have arrived and/or come into Charterers’   possession, Charterers shall produce and deliver the same to Owners whereupon   Charterers’ liability hereunder shall cease.
    
	
 
    	
 
    	
 
    	
Provided however, if Charterers have not   received all such original Bills of Lading by 24.00 hours on the day 36   calendar months after the date of discharge, that this indemnity shall   terminate at that time unless before that time Charterers have received from   Owners written notice that:
    
	
 
    	
 
    	
 
    	
a) Some person is making a claim in   connection with Owners delivering cargo pursuant to Charterers request or,
    
	
 
    	
 
    	
 
    	
b) Legal proceedings have been commenced   against Owners and/or carriers and/or Charterers and/or any of their   respective servants or agents and/or the vessel for the same
    


 




 









 

	
 
    	
 
    	
 
    	
reason.
    
	
 
    	
 
    	
 
    	
When   Charterers have received such a notice, then this indemnity shall continue in   force until such claim or legal proceedings are settled. Termination of this   indemnity shall not prejudice any legal rights a party may have outside this   indemnity.
    
	
 
    	
 
    	
 
    	
(vi)Owners   shall promptly notify Charterers if any person (other than a person to whom   Charterers ordered cargo to be delivered) claims to be entitled to such cargo   and/or if the vessel or any other property belonging to Owners is arrested by   reason of any such discharge of cargo. vii) This indemnity shall be governed   and construed in accordance with the English law and each and any dispute   arising out of or in connection with this indemnity shall be subject to the   jurisdiction of the High Court of Justice of England”.
    
	
 
    	
 
    	
 
    	
(c)          Owners   warrant that the Master will comply with orders to carry and discharge   against one or more Bills of Lading from a set of original negotiable Bills   of Lading should Charterers so R require and upon   receipt of proof of identity from the receivers nominated by Charterers.
    
	
Conduct   Vessel’s Personnel
    	
 
    	
14.
    	
If   Charterers complain of the conduct of the master or any of the officers or   crew, Owners shall immediately investigate the complaint. If the complaint   proves to be well founded, Owners shall, without delay, make a change in the   appointments and Owners shall in any event communicate the result of their   investigations to Charterers as soon as possible.
    
	
Bunkers   at Delivery and Redelivery
    	
 
    	
15.
    	
Charterers   shall accept and pay for all bunkers on board at the time of delivery, and   Owners shall on redelivery (whether it occurs at the end of the charter or on   the earlier termination of this charter) accept and pay for all bunkers   remaining on board, at the price actually paid, on a “first-in-first-out”   basis. Such prices are to be supported by paid invoices. A   statement shall be issued by the Master/Chief Engineer determining bunkers   remaining onboard on delivery and redelivery. Vessel to be   delivered to and redelivered from the charter with, at least, a quantity of   bunkers on board sufficient to reach the nearest main bunkering port.   Notwithstanding anything contained in this charter all bunkers on board the   vessel shall, throughout the duration of this charter, remain the property of   Charterers and can only be purchased on the terms specified in the charter at   the end of the charter period or, if earlier, at the termination of the   charter.
    
	
Stevedores   Pilots, Tugs
    	
 
    	
16.
    	
Stevedores,   when required, shall be employed and paid by Charterers, but this shall not   relieve Owners from responsibility at all times for proper stowage, which   must be controlled by the master who shall keep a strict account of all cargo   loaded and discharged. Owners hereby indemnify Charterers, their servants and   agents against all losses, claims, responsibilities and liabilities arising   in any way whatsoever from the employment of pilots, tugboats or stevedores,   who although employed by Charterers shall be deemed to be the servants of and   in the service of Owners and under their instructions (even if such pilots,   tugboat personnel or stevedores are in fact the servants of Charterers their   agents or any affiliated company); provided, however, that;
    
	
 
    	
 
    	
 
    	
(a)         the foregoing   indemnity shall not exceed the amount to which Owners would have been   entitled to limit their liability if they had themselves employed such   pilots, tugboats or stevedores, and;
    
	
 
    	
 
    	
 
    	
(b)         Charterers   shall be liable for any damage to the vessel caused by or arising out of the   use of stevedores, fair wear and tear excepted, to the extent that Owners   are unable by the exercise of due diligence to obtain redress therefor from   stevedores.
    
	
Super-Numeraries
    	
 
    	
17.
    	
Charterers   may send representatives in the vessel’s available accommodation upon any   voyage made under this charter, Owners finding provisions and all requisites   as supplied to officers, except alcohol. Charterers paying at the rate of   United States Dollars 15 (fifteen) per day for each representative while on   board the vessel.
    
	
Sub-letting/   Assignment/ Novation
    	
 
    	
18.
    	
Charterers   may sub-let the vessel, but shall always remain responsible to Owners for due   fulfilment of this charter. Additionally Charterers may assign or novate   this charter to any company of the Royal Dutch/ Shell Group of Companies.
    
	
Final   Voyage
    	
 
    	
19.
    	
If   when a payment of hire is due hereunder Charterers reasonably expect to   redeliver the vessel before the next payment of hire would fall due, the hire   to be paid shall be assessed on Charterers’ reasonable estimate of the time   necessary to complete Charterers’ programme up to redelivery, and from which   estimate Charterers may deduct amounts due or reasonably expected to become   due for;
    
	
 
    	
 
    	
 
    	
(a)         disbursements   on Owners’ behalf or charges for Owners’ account pursuant to any provision   hereof, and; 
    
	
 
    	
 
    	
 
    	
(b)         bunkers on   board at redelivery pursuant to Clause 15.
    
	
 
    	
 
    	
 
    	
Promptly   after redelivery any overpayment shall be refunded by Owners or any   underpayment made good by Charterers.
    
	
 
    	
 
    	
 
    	
If   at the time this charter would otherwise terminate in accordance with Clause   4 the vessel is on a
    


 











 

	
 
    	
 
    	
 
    	
ballast voyage to a port of redelivery or is upon a laden voyage,   Charterers shall continue to have the use of the vessel at the same rate and   conditions as stand herein for as long as necessary to complete such ballast   voyage, or to complete such laden voyage and return to a port of redelivery   as provided by this charter, as the case may be.
    
	
Loss of Vessel
    	
 
    	
20.
    	
Should the vessel be lost, this charter shall terminate and hire   shall cease at noon on the day of her loss; should the vessel be a   constructive total loss, this charter shall terminate and hire shall cease at   noon on the day on which the vessel’s underwriters agree that the vessel is a   constructive total loss; should the vessel be missing, this charter shall   terminate and hire shall cease at noon on the day on which she was last heard   of. Any hire paid in advance and not earned shall be returned to Charterers   and Owners shall reimburse Charterers for the value of the estimated quantity   of bunkers on board at the time of termination, at the price paid by   Charterers at the last bunkering port.
    
	
Off-hire
    	
 
    	
21.
    	
(a)         On each and   every occasion that there is loss of time (whether by way of interruption in   the vessel’s service or, from reduction in the vessel’s performance, or in   any other manner);
    
	
 
    	
 
    	
 
    	
(i)             due to   deficiency of personnel or stores; repairs; gas-freeing for repairs; time in   and waiting to enter dry dock for repairs; breakdown (whether partial or   total) of machinery, boilers or other parts of the vessel or her equipment   (including without limitation tank coatings); overhaul, maintenance or   survey; collision, stranding, accident or damage to the vessel; or any other   similar cause preventing the efficient working of the vessel; and such loss   continues for more than three consecutive hours (if resulting from   interruption in the vessel’s service) or cumulates to more than three hours   (if resulting from partial loss of service); or;
    
	
 
    	
 
    	
 
    	
(ii)          due to   industrial action, refusal to sail, breach of orders or neglect of duty on   the part of the master, officers or crew; or;
    
	
 
    	
 
    	
 
    	
(iii)       for the   purpose of obtaining medical advice or treatment for or landing any sick or   injured person (other than a Charterers’ representative carried under Clause   17 hereof) or for the purpose of landing the body of any person (other   than a Charterers’ representative), and such loss continues for more than three   six consecutive hours; or;
    
	
 
    	
 
    	
 
    	
(iv)      due to any   delay in quarantine arising from the master, officers or crew having had   communication with the shore (which shall not include   visits to the vessel by shore-based personnel) at any infected   area without the written consent or instructions of Charterers or their   agents, or to any detention by customs or other authorities caused by   smuggling or other infraction of local law on the part of the master,   officers, or crew; or;
    
	
 
    	
 
    	
 
    	
(v)         due to   detention of the vessel by authorities at home or abroad attributable to   legal action against or breach of regulations by the vessel, the vessel’s   owners, or Owners (unless brought about by the act or neglect of Charterers);   then;
    
	
 
    	
 
    	
 
    	
without prejudice to Charterers’ rights   under Clause 3 or to any other rights of Charterers hereunder, or   otherwise, the vessel shall be off-hire from the commencement of such loss of   time until she is again ready and in an efficient state to resume her service   from a position not less favourable to Charterers than that at which such   loss of time commenced; provided, however, that any service given or distance   made good by the vessel whilst off-hire shall be taken into account in   assessing the amount to be deducted from hire.
    
	
 
    	
 
    	
 
    	
(b)         If the vessel   fails to proceed at any guaranteed speed pursuant to Clause 24, and   such failure arises wholly or partly from any of the causes set out in Clause   21(a) above, then the period for which the vessel shall be off-hire   under this Clause 21 shall be the difference between;
    
	
 
    	
 
    	
 
    	
(i)             the time the   vessel would have required to perform the relevant service at such guaranteed   speed, and;
    
	
 
    	
 
    	
 
    	
(ii)          the time   actually taken to perform such service (including any loss of time arising   from interruption in the performance of such service).
    
	
 
    	
 
    	
 
    	
For the avoidance of doubt, all time   included under (ii) above shall be excluded from any computation under Clause   24.
    
	
 
    	
 
    	
 
    	
(c)          Further and   without prejudice to the foregoing, in the event of the vessel deviating   (which expression includes without limitation putting back, or putting into   any port other than that to which she is bound under the instructions of   Charterers) for any cause or purpose mentioned in Clause 21(a), the   vessel shall be off-hire from the commencement of such deviation until the   time when she is again ready and in an efficient state to resume her service   from a position not less favourable to Charterers than that at which the   deviation commenced, provided, however, that any service given or distance   made good by the vessel whilst so off-hire shall be taken into account in   assessing the amount to be deducted from hire. If the vessel, for any cause   or
    


 












 

	
 
    	
 
    	
 
    	
purpose mentioned in Clause 21 (a), puts   into any port other than the port to which she is bound on the instructions   of Charterers, the port charges, pilotage and other expenses at such port   shall be borne by Owners. Should the vessel be driven into any port or   anchorage by stress of weather hire shall continue to be due and payable   during any time lost thereby.
    
	
 
    	
 
    	
 
    	
(d)         If the   vessel’s flag state becomes engaged in hostilities, and Charterers in   consequence of such hostilities find it commercially impracticable to employ   the vessel and have given Owners written notice thereof then from the date of   receipt by Owners of such notice until the termination of such commercial   impracticability the vessel shall be off-hire and Owners shall have the right   to employ the vessel on their own account.
    
	
 
    	
 
    	
 
    	
(e)          Time during   which the vessel is off-hire under this charter shall count as part of the   charter period except where Charterers declare their option to add   off-hire periods under Clause 4 (b)).
    
	
 
    	
 
    	
 
    	
(f)           All references   to “time” in this charter party shall be references to local time except   where otherwise stated.
    
	
Periodical Drydocking
    	
 
    	
22.  (a)          Owners have   the right and obligation to drydock the vessel at regular intervals of  Except in the case of an emergency, the vessel   shall not drydock during the currency of this Charter.
    
	
 
    	
 
    	
 
    	
On each occasion Owners shall propose to   Charterers a date on which they wish to drydock the vessel, not less than                           before such date, and Charterers shall offer a port for such periodical   drydocking and shall take all reasonable steps to make the vessel available   as near to such date as practicable.
    
	
 
    	
 
    	
 
    	
Owners shall put the vessel in drydock at   their expense as soon as practicable after Charterers place the vessel at   Owners’ disposal clear of cargo other than tank washings and residues. Owners   shall be responsible for and pay for the disposal into reception facilities   of such tank washings and residues and shall have the right to retain any   monies received therefor, without prejudice to any claim for loss of cargo   under any Bill of Lading or this charter.
    
	
 
    	
 
    	
 
    	
(b)         If a   periodical drydocking is carried out in the port offered by Charterers (which   must have suitable accommodation for the purpose and reception facilities for   tank washings and residues), the vessel shall be off-hire from the time she   arrives at such port until drydocking is completed and she is in every way   ready to resume Charterers’ service and is at the position at which she went   off-hire or a position no less favourable to Charterers, whichever she first   attains. However;
    
	
 
    	
 
    	
 
    	
(i)             provided that   Owners exercise due diligence in gas-freeing, any time lost in gas- freeing   to the standard required for entry into drydock for cleaning and painting the   hull shall not count as off-hire, whether lost on passage to the drydocking   port or after arrival there (notwithstanding Clause 21), and;
    
	
 
    	
 
    	
 
    	
(ii)          any   additional time lost in further gas-freeing to meet the standard required for   hot work or entry to cargo tanks shall count as off-hire, whether lost on   passage to the drydocking port or after arrival there.
    
	
 
    	
 
    	
 
    	
Any time which, but for sub-Clause (i) above,   would be off-hire, shall not be included in any calculation under Clause   24.
    
	
 
    	
 
    	
 
    	
The expenses of gas-freeing, including   without limitation the cost of bunkers, shall be for Owners account.
    
	
 
    	
 
    	
 
    	
(c)          If Owners   require the vessel, instead of proceeding to the offered port, to carry out   periodical drydocking at a special port selected by them, the vessel shall be   off-hire from the time when she is released to proceed to the special port   until she next presents for loading in accordance with Charterers’   instructions, provided, however, that Charterers shall credit Owners with the   time which would have been taken on passage at the service speed had the   vessel not proceeded to drydock. All fuel consumed shall be paid for by   Owners but Charterers shall credit Owners with the value of the fuel which   would have been used on such notional passage calculated at the guaranteed   daily consumption for the service speed, and shall further credit Owners with   any benefit they may gain in purchasing bunkers at the special port.
    
	
 
    	
 
    	
 
    	
(d)         Charterers   shall, insofar as cleaning for periodical drydocking may have reduced the   amount of tank-cleaning necessary to meet Charterers’ requirements, credit   Owners with the value of any bunkers which Charterers calculate to have been   saved thereby, whether the vessel drydocks at an offered or a special port.
    
	
 
    	
 
    	
 
    	
 
    
	
Ship Inspection
    	
 
    	
23.
    	
Charterers shall have the right at any time during the charter period   to make such inspection of the vessel as they may consider necessary. This   right may be exercised as often and at such intervals as Charterers in their   absolute discretion may determine and whether the vessel is in port or on   passage. Owners affording all necessary co-operation and accommodation on   board provided, however:
    
	
 
    	
 
    	
 
    	
(a)         that neither   the exercise nor the non-exercise, nor anything done or not done in the   exercise
    


 











 

	
 
    	
 
    	
 
    	
or non-exercise, by Charterers of such   right shall in any way reduce the master’s or Owners’ authority over, or   responsibility to Charterers or third parties for, the vessel and every   aspect of her operation, nor increase Charterers’ responsibilities to Owners   or third parties for the same; and;
    
	
 
    	
 
    	
 
    	
(b)         that   Charterers shall not be liable for any act, neglect or default by themselves,   their servants or agents in the exercise or non-exercise of the aforesaid   right; and
    
	
 
    	
 
    	
 
    	
(c)          that Charterers’ servants or agents sign   Owners’ Standard LOI.

 
    
	
Detailed Description and Performance
    	
 
    	
24.
    	
(a)         Owners   guarantee that the speed and consumption of the vessel shall be as follows:-

 

“About” (defined +/- 0.05 knot)/“About”   (defined +/- 5 per cent)(basis wind + sea-state not exceeding Beaufort 4+   Douglas 3 respectively)
    
	
 
    	
 
    	
 
    	
 
    
	
 
	
 
    	
 
    	
Maximum average bunker consumption per day
    	
 

	
 
	
Average speed
   in knots
    	
 
    	
main propulsion
   fuel oil/diesel oil
    	
 
    	
auxiliaries
   fuel oil/diesel oil
    	
 

	
 
	
Laden
    	
 
    	
tonnes
    	
 
    	
tonnes
    	
 

	
 
	
12.5   Knots
    	
 
    	
12.50   m.t./IFO(380)
    	
 
    	
1.5   m.t/ MDO
    	
 

	
 
	
 
    	
 
    	
         /         
    	
 
    	
         /         
    	
 

	
 
	
 
    	
 
    	
         /         
    	
 
    	
         /         
    	
 

	
 
	
Ballast
    	
 
    	
 
    	
 
    	
 
    	
 

	
 
	
12.5   Knots
    	
 
    	
12.50   m.t./IFO(380)
    	
 
    	
1.5   m.t/ MDO
    	
 

	
 
	
 
    	
 
    	
 
    	
 
    	
 
    	
 

	
 
	
Loading
    	
 
    	
0.75   m.t./IFO(380)
    	
 
    	
1.5   m.t/ MDO
    	
 

	
 
	
Discharging
    	
 
    	
0.75   m.t./IFO(380)
    	
 
    	
3.0   m.t/ MDO
    	
 

	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
All of the above given in good   faith but without guarantee or engagement
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
The foregoing bunker consumptions are for   all purposes except Cargo pumping, inerting,   ballasting/deballasting cargo heating and tank cleaning and shall   be pro-rated between the speeds shown.
    
	
 
    	
 
    	
 
    	
The   service speed of the vessel is about 12.5  knots   laden and about  12.5    knots in ballast and in the absence of Charterers’ orders to the contrary   the vessel shall proceed at the service speed. However if more than one   laden and one ballast speed are shown in the table above Charterers shall   have the right to order the vessel to steam at any speed within the range set   out in the table (the “ordered speed”).
    
	
 
    	
 
    	
 
    	
If the vessel is ordered to proceed at any   speed other than the highest speed shown in the table, and the average speed   actually attained by the vessel during the currency of such order exceeds   such ordered speed plus 0.5 knots (the “maximum recognised speed”), then for   the purpose of calculating a decrease of hire under this Clause 24 the   maximum recognised speed shall be used in place of the average speed actually   attained.
    
	
 
    	
 
    	
 
    	
For the purposes of this charter the   “guaranteed speed” at any time shall be the then-current ordered speed or the   service speed, as the case may be.
    
	
 
    	
 
    	
 
    	
The average speeds and bunker consumptions   shall for the purposes of this Clause 24 be calculated by reference to   the observed distance from pilot station to pilot station on all sea passages   during each period stipulated in Clause 24 (c), but excluding any time   during which the vessel is (or but for Clause 22 (b) (i) would   be) off-hire and also excluding “Adverse Weather Periods”, being;
    
	
 
    	
 
    	
 
    	
(i)             any periods   during which reduction of speed is necessary for safety in congested waters   or in poor visibility or is due to the effect   of adverse currents;
    
	
 
    	
 
    	
 
    	
(ii)          any days,   noon to noon, when winds exceed force 8  4   on the Beaufort Scale and/or seas exceed sea   state 3 on the Douglas Scale for more than

12  6   hours. Weather, wind and sea conditions shall be taken   from the vessel’s deck logs. For the purpose of any calculation under this   clause, any day on which wind or sea conditions exceed the above listed   criteria will be excluded in its entirely from the calculation.
    
	
 
    	
 
    	
 
    	
(b)         If during any   year from the date on which the vessel enters service (anniversary to   anniversary) the vessel falls below or exceeds the performance guaranteed in Clause   24 (a) then if such shortfall or excess results;
    
	
 
    	
 
    	
 
    	
(i)             from a   reduction or an increase in the average speed of the vessel, compared to the   speed guaranteed in Clause 24 (a) 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 included in the performance calculation;
    
										


 












 

	
 
    	
 
    	
 
    	
(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 guaranteed in Clause 24 (a) an amount equivalent to   the value of the additional bunkers consumed or the bunkers saved, as the   case may be, based on the average price paid by Charterers for the vessel’s   bunkers in such period, shall be included in the performance calculation.
    
	
 
    	
 
    	
 
    	
The results of the performance calculation for laden and ballast   mileage respectively shall be adjusted to take into account the mileage   steamed in each such condition during Adverse Weather Periods, by dividing   such addition or deduction by the number of miles over which the performance   has been calculated and multiplying by the same number of miles plus the   miles steamed during the Adverse Weather Periods, in order to establish the   total performance calculation for such period.
    
	
 
    	
 
    	
 
    	
Reduction of hire under the foregoing sub-Clause (b) shall   be without prejudice to any other remedy available to Charterers.
    
	
 
    	
 
    	
(c) 
    	
Calculations under this Clause 24 shall be made for the yearly   periods terminating on each successive anniversary of the date on which the   vessel enters service, and for the period between the last such anniversary   and the date of termination of this charter if less than a year. Claims in   respect of reduction of hire arising under this Clause during the final year   or part year of the charter period shall in the first instance be settled in   accordance with Charterers’ estimate made two months before the end of the   charter period. Any necessary adjustment after this charter terminates shall   be made by payment by Owners to Charterers or by Charterers to Owners as the   case may require.
    
	
 
    	
 
    	
(d) 
    	
Owners and Charterers agree that this Clause 24 is assessed on   the basis that Owners are not entitled to additional hire for performance in   excess of the speeds and consumptions given in this Clause 24. However, over-performance shall be offset against under-performance,   if any, but in the event over-performance exceeds under-performance no   payment shall be due to Owners.
    
	
Salvage
    	
25. 
    	
Subject to the provisions of Clause 21 hereof, all loss of   time and all expenses (excluding any damage to or loss of the vessel or   tortious liabilities to third parties) incurred in saving or attempting to   save life or in successful or unsuccessful attempts at salvage shall be borne   equally by Owners and Charterers provided that Charterers shall not be liable   to contribute towards any salvage payable by Owners arising in any way out of   services rendered under this Clause 25.
    
	
 
    	
 
    	
All salvage and all proceeds from derelicts shall be divided equally   between Owners and Charterers after deducting the master’s, officers’ and   crew’s share.
    
	
Lien
    	
26.
    	
Owners shall have a lien upon all cargoes and all sub-hires, freights, sub-freights and demurrage for any   amounts due under this charter; and Charterers shall have a lien on the   vessel for all monies paid in advance and not earned, and for all claims for   damages arising from any breach by Owners of this charter, 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 Owners in the vessel. In no event shall Charterers   procure, or permit to be procured, for the vessel any supplies, necessaries   or services without previously obtaining a statement signed by an authorised   representative of the furnisher thereof, acknowledging that such supplies,   necessaries or services are being furnished on the credit of Charterers and   not on the credit of the vessel or of her Owners, and that the furnisher   claims no maritime lien on the vessel therefor. Furthermore, Charterers shall   indemnify Owners for any and all consequences of whatsoever nature arising   out of supplies, necessaries or services being furnished to the vessel on the   credit of Charterers during the course of this charter, whether said   consequences arise during the course of this charter or subsequently.
    
	
Exceptions
    	
27.
    	
(a)
    	
The vessel, her master and Owners shall not, unless otherwise in this   charter expressly provided, be liable for any loss or damage or delay or   failure arising or resulting from any act, neglect or default of the master,   pilots, mariners or other servants of Owners in the navigation or management   of the vessel; fire, unless caused by the actual fault or privity of Owners;   collision or stranding; dangers and accidents of the sea; explosion, bursting   of boilers, breakage of shafts or any latent defect in hull, equipment or   machinery; provided, however, that Clauses 1, 2, 3 and 24   hereof shall be unaffected by the foregoing. Further, neither the vessel, her   master or Owners, nor Charterers shall, unless otherwise in this charter   expressly provided, be liable for any loss or damage or delay or failure in   performance hereunder arising or resulting from act of God, act of war,   seizure under legal process, quarantine restrictions, strikes, lock-outs,   riots, restraints of labour, civil commotions or arrest or restraint of   princes, rulers or people.
    
	
 
    	
 
    	
(b)
    	
The vessel shall have liberty to sail with or without pilots, to tow   or go to the assistance of vessels in distress and to deviate for the purpose   of saving life or property.
    
	
 
    	
 
    	
(c)
    	
Clause 27(a) shall not apply to, or affect any   liability of Owners or the vessel or any other
    


 











 

	
 
    	
 
    	
 
    	
relevant   person in respect of;
    
	
 
    	
 
    	
 
    	
(i)
    	
loss   or damage caused to any berth, jetty, dock, dolphin, buoy, mooring line, pipe   or crane or other works or equipment whatsoever at or near any place to which   the vessel may proceed under this charter, whether or not such works or   equipment belong to Charterers, or;
    
	
 
    	
 
    	
 
    	
(ii)
    	
any   claim (whether brought by Charterers or any other person) arising out of any   loss of or damage to or in connection with cargo. Any such claim shall be   subject to the Hague-Visby Rules or the Hague Rules or the Hamburg   Rules, as the case may be, which ought pursuant to Clause 38 hereof to   have been incorporated in the relevant Bill of Lading (whether or not such   Rules were so incorporated) or, if no such Bill of Lading is issued, to   the Hague-Visby Rules unless the Hamburg Rules compulsorily apply   in which case to the Hamburg Rules.
    
	
 
    	
 
    	
(d)
    	
In   particular and without limitation, the foregoing subsections (a) and   (b) of this Clause shall not apply to or in any way affect any   provision in this charter relating to off-hire or to reduction of hire.
    
	
Injurious   
   Cargoes
    	
28.
    	
No   acids, explosives or cargoes injurious to the vessel shall be shipped and   without prejudice to the foregoing any damage to the vessel caused by the   shipment of any such cargo, and the time taken to repair such damage, shall   be for Charterers’ account. No voyage shall be undertaken, nor any goods or   cargoes loaded, that would expose the vessel to capture or seizure by rulers   or governments.
    
	
Grade   of 
   Bunkers
    	
29.
    	
Charterers   shall supply fuel oil with a maximum viscosity of 380   centistokes at 50 degrees centigrade and/or marine diesel oil for main   propulsion and fuel oil with a maximum viscosity of 380   centistokes at 50 degrees centigrade and/or diesel oil for the auxiliaries.   If Owners require the vessel to be supplied with more expensive bunkers they   shall be liable for the extra cost thereof.
    
	
 
    	
 
    	
Charterers   warrant that all bunkers provided by them in accordance herewith shall be of   a quality complying with the latest edition of ISO   Standard 8217 for Marine Residual Fuels and Marine Distillate Fuels as a applicable   and of a fitness suitable for burning in the   vessel’s main propulsion and auxiliaries. If, at any time after commencement   of this charter, applicable international, regional, national or local   requirements / rules by way of bunker specifications or standards are   introduced anywhere within the trading range under this charter, Charterers   shall supply bunkers in compilance with said requirements/rules.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Disbursements
    	
30.
    	
Should   the master require advances for ordinary disbursements at any port,   Charterers or their agents shall make such advances to him, in consideration   of which Owners shall pay a commission of two and a half per cent, and all   such advances and commission shall be deducted from hire.
    
	
Laying-up
    	
31.
    	
Charterers   shall have the option, after consultation with Owners, of requiring Owners to   lay up the vessel at a safe place nominated by Charterers, in which case the   hire provided for under this charter shall be adjusted to reflect any net   increases in expenditure reasonably incurred or any net saving which should   reasonably be made by Owners as a result of such lay up. Charterers may exercise   the said option any number of times during the charter period.
    
	
Requisition
    	
32.
    	
Should   the vessel be requisitioned by any government, de facto or de jure, during   the period of this charter, the vessel shall be off-hire during the period of   such requisition, and any hire paid by such governments in respect of such   requisition period shall be for Owners’ account. Any such requisition period   shall count as part of the charter period.
    
	
Outbreak   of 
   War
    	
33.
    	
If   war or hostilities break out between any two or more of the following   countries: U.S.A., the countries or republics having been part of the former   U.S.S.R (except that declaration of war or hostilities solely between any two   or more of the countries or republics having been part of the former USSR   shall be exempted), P.R.C., U.K., Netherlands, then both Owners and   Charterers shall have the right to cancel this charter only if   such war or hostilities have a direct and material impact on the vessel’s   ability to trade freely.
    
	
Additional   
   War 
   Expenses
    	
34.
    	
If   the vessel is ordered to trade in areas where there is war (de facto or de   jure) or threat of war, Charterers shall reimburse Owners for any additional   insurance premia, crew bonuses and other expenses which are reasonably   incurred by Owners as a consequence of such orders, provided that Charterers   are given notice of such expenses as soon as practicable and in any event   before such expenses are incurred, and provided further that Owners obtain   from their insurers a waiver of any subrogated rights against Charterers in   respect of any claims by Owners under their war risk insurance arising out of   compliance with such orders.
    
	
 
    	
 
    	
Any   payments by Charterers under this clause will only be made against proven   documentation. Any discount or rebate refunded to Owners, for whatever   reason, in respect of additional war risk premium shall be passed on to   Charterers. The vessel’s insured value for war risks is   United States Dollars 16,000,000.
    
							


 












 

	
War Risks
    	
35.
    	
(a)       The master shall not be required or   bound to sign Bills of Lading for any place which in his or Owners’   reasonable opinion is dangerous or impossible for the vessel to enter or   reach owing to any blockade, war, hostilities, warlike operations, civil war,   civil commotions or revolutions.
    
	
 
    	
 
    	
(b)        If in the reasonable opinion of the   master or Owners it becomes, for any of the reasons set out in Clause   35(a) or by the operation of international law, dangerous,   impossible or prohibited for the vessel to reach or enter, or to load or   discharge cargo at, any place to which the vessel has been ordered pursuant   to this charter (a “place of peril”), then Charterers or their agents shall   be immediately notified in writing or by radio messages, and Charterers shall   thereupon have the right to order the cargo, or such part of it as may be   affected, to be loaded or discharged, as the case may be, at any other place   within the trading limits of this charter (provided such other place is not   itself a place of peril). If any place of discharge is or becomes a place of   peril, and no orders have been received from Charterers or their agents   within 48 hours after dispatch of such messages, then Owners shall be at   liberty to discharge the cargo or such part of it as may be affected at any   place which they or the master may in their or his discretion select within   the trading limits of this charter and such discharge shall be deemed to be   due fulfilment of Owners’ obligations under this charter so far as cargo so discharged   is concerned.
    
	
 
    	
 
    	
(c)       The vessel shall have liberty to comply   with any directions or recommendations as to departure, arrival, routes,   ports of call, stoppages, destinations, zones, waters, delivery or in any   other wise whatsoever given by the government of the state under whose flag   the vessel sails or any other government or local authority or by any person   or body acting or purporting to act as or with the authority of any such   government or local authority including any de facto government or local   authority or by any person or body acting or purporting to act as or with the   authority of any such government or local authority or by any committee or   person having under the terms of the war risks insurance on the vessel the   right to give any such directions or recommendations. If by reason of or in   compliance with any such directions or recommendations anything is done or is   not done, such shall not be deemed a deviation. If by reason of or in   compliance with any such direction or recommendation the vessel does not   proceed to any place of discharge to which she has been ordered pursuant to   this charter, the vessel may proceed to any place which the master or Owners   in his or their discretion select and there discharge the cargo or such part   of it as may be affected. Such discharge shall be deemed to be due fulfilment   of Owners’ obligations under this charter so far as cargo so discharged is   concerned.

Charterers shall procure that all Bills of Lading issued under this   charter shall contain the BIMCO War Risks Clause   for Voyage Charter Parties 2004

Chamber of Shipping War Risks Clause 1952.
    
	
Both to Blame   Collision Clause
    	
36.
    	
If the liability for any collision in which the vessel is involved   while performing this charter falls to be determined in accordance with the   laws of the United States of America, the following provision shall apply:

“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 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 the said cargo, paid or payable by the other or   non-carrying ship or her owners to the owners of the 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 ship 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.”   Charterers shall procure that all Bills of Lading issued under this charter   shall contain a provision in the foregoing terms to be applicable where the   liability for any collision in which the vessel is involved falls to be   determined in accordance with the laws of the United States of America.
    
	
New Jason Clause
    	
37.
    	
General average   contributions shall be payable according to York/Antwerp Rules, 1994, as   amended from time to time, and shall be adjusted and settled in United States   Dollars in London in accordance with English law and practice but should   adjustment be made in accordance with the law and practice of the United   States of America, the following position shall apply:
    


 











 

	
 
    	
 
    	
“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 cargo,   shippers, consignees or owners of the cargo 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 cargo.”

“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 cargo and any salvage and special   charges thereon shall, if required, be made by the cargo, shippers,   consignees or owners of the cargo to the carrier before delivery.”

Charterers shall procure that all Bills of Lading issued under this   charter shall contain a provision in the foregoing terms, to be applicable   where adjustment of general average is made in accordance with the laws and   practice of the United States of America.
    
	
Clause Paramount
    	
38.
    	
Charterers shall procure that all Bills of Lading issued pursuant to   this charter shall contain the following:

“(1)Subject to sub-clause (2) or (3) hereof, this   Bill of Lading shall be governed by, and have effect subject to, the   rules contained in the International Convention for the Unification of   Certain Rules relating to Bills of Lading signed at Brussels on 25th   August 1924 (hereafter the “Hague Rules”) as amended by the Protocol   signed at Brussels on 23rd February 1968 (hereafter the “Hague-Visby   Rules”). Nothing contained herein shall be deemed to be either a surrender by   the carrier of any of his rights or immunities or any increase of any of his   responsibilities or liabilities under the Hague-Visby Rules.”

“(2)If there is governing legislation which applies the Hague   Rules compulsorily to this Bill of Lading, to the exclusion of the   Hague-Visby Rules, then this Bill of Lading shall have effect subject to the   Hague Rules. Nothing therein contained shall be deemed to be either a   surrender by the carrier of any of his rights or immunities or an increase of   any of his responsibilities or liabilities under the Hague Rules.”

“(3) If there is governing legislation which applies the United   Nations Convention on the Carriage of Goods by Sea 1978 (hereafter the “Hamburg   Rules”) compulsorily to this Bill of Lading, to the exclusion of the   Hague-Visby Rules, then this Bill of Lading shall have effect subject to the   Hamburg Rules. Nothing therein contained shall be deemed to be either a   surrender by the carrier of any of his rights or immunities or an increase of   any of his responsibilities or liabilities under the Hamburg Rules.”

“(4)If any term of this Bill of Lading is repugnant to the   Hague-Visby Rules, or Hague Rules, or Hamburg Rules, as applicable, such term   shall be void to that extent but no further.”

“(5)Nothing in this Bill of Lading shall be construed as in any way   restricting, excluding or waiving the right of any relevant party or person   to limit his liability under any available legislation and/or law.”
    
	
Insurance/
   ITOPF
    	
39.
    	
Owners warrant that the   vessel is now, and will, throughout the duration of the charter:

(a)                                 be owned or   demise chartered by a member of the International Tanker Owners Pollution   Federation Limited;

(b)                                 be properly   entered in United Kingdom Mutual Steam Ship Assurance   Association (Bermuda) Limited P&I Club, being a member of   the International Group of P and I Clubs;

(c)                                  have in place   insurance cover for oil pollution for the maximum on offer through the   International Group of P&I Clubs but always a minimum of United States   Dollars 1,000,000,000 (one thousand million);

(d)                                 have in full   force and effect Hull and Machinery insurance placed through reputable   brokers on Institute Time Clauses or equivalent for the value of United   States Dollars 16,000,000   as from time to time may be amended with Charterers’ approval, which shall   not be unreasonably withheld.

Owners will provide, within a reasonable time following a request   from Charterers to do so, documented evidence of compliance with the warranties   given in this Clause 39.
    
	
Export Restrictions
    	
40.
    	
The master shall not be required or bound to sign Bills of Lading for   the carriage of cargo to any place to which export of such cargo is   prohibited under the laws, rules or regulations of the country in which   the cargo was produced and/or shipped.

Charterers shall procure that all Bills of Lading issued under this   charter shall contain the following clause:
    


 












 

	
 
    	
 
    	
 
    	
 
    	
“If any laws rules or regulations applied by the government of   the country in which the cargo was produced and/or shipped, or any relevant   agency thereof, impose a prohibition on export of the cargo to the place of   discharge designated in or ordered under this Bill of Lading, carriers shall   be entitled to require cargo owners forthwith to nominate an alternative   discharge place for the discharge of the cargo, or such part of it as may be   affected, which alternative place shall not be subject to the prohibition,   and carriers shall be entitled to accept orders from cargo owners to proceed   to and discharge at such alternative place. If cargo owners fail to nominate   an alternative place within 72 hours after they or their agents have received   from carriers notice of such prohibition, carriers shall be at liberty to   discharge the cargo or such part of it as may be affected by the prohibition   at any safe place on which they or the master may in their or his absolute   discretion decide and which is not subject to the prohibition, and such   discharge shall constitute due performance of the contract contained in this   Bill of Lading so far as the cargo so discharged is concerned”. The foregoing   provision shall apply mutatis mutandis to this charter, the references to a   Bill of Lading being deemed to be references to this charter.
    
	
Business 
   Principles
    	
 
    	
41.
    	
 
    	
Owners will co-operate with Charterers to ensure that the “Business   Principles”, as amended from time to time, of the Royal Dutch/Shell Group of   Companies, which are posted on the Shell Worldwide Web (www.Shell.com), are   complied with.
    
	
Drugs and 
   Alcohol
    	
 
    	
42.
    	
 
    	
(a) Owners warrant that they have in force an active policy   covering the vessel which meets or exceeds the standards set out in the   “Guidelines for the Control of Drugs and Alcohol On Board Ship” as published   by the Oil Companies International Marine Forum (OCIMF) dated   January 1990 (or any subsequent modification, version, or variation of   these guidelines) and that this policy will remain in force throughout the   charter period, and Owners will exercise due diligence to ensure the policy   is complied with.
    
	
 
    	
 
    	
 
    	
 
    	
(b) Owners warrant that the current policy concerning drugs and   alcohol on board is acceptable to ExxonMobil and will remain so throughout   the charter period.
    


 











 

	
Oil Major 
   Acceptability
    	
 
    	
43. In recent months the vessel has been physically inspected by and,   to the best of Owners knowledge (but always without guarantee or engagement),   at the date of this charter is acceptable to:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
CDI, ConocoPhillips, Lukoil, Repsol and Statoil.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
In addition, the vessel has been physically inspected by BP whose   acceptance is awaited.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
It is Owners’ belief (but always without guarantee or engagement)   that the vessel should be acceptable to other oil majors/companies after   screening via CDI or SIRE.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
With Charterers’ assistance (including but not limited to timely   advising details of the vessel’s loading/discharging programme and of   Charterers’ agents), Owners shall arrange inspections, or obtain acceptances   by other methods, of the vessel in accordance with her trading pattern   by/from any oil majors/companies reasonably required by Charterers in order   to trade the vessel.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
It is noted by Charterers that two or more inspections cannot be held   simultaneously at a same berth or anchorage and that the gap between   inspections should not be less than 30 days, unless in the event of an   unsatisfactory SIRE/CDI report, in which case Owners to have the vessel   re-inspected at the earliest opportunity (always subject to SIRE/CDI   requirements).
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Costs, if any, of such inspections shall be for Owners’ account.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
It is understood and agreed that if any oil major/company invited to   inspect does not do so because the scheduled timing or the place for inspection   or the vessel itself does not fit its requirements, Owners shall not be   required to obtain an acceptance from that oil major/company provided that   Owners can prove such reason.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
If, at any time during the charter period, the vessel becomes unacceptable   to any oil major/company following an inspection by that oil major/company,   Charterers shall have the right to terminate the charter provided the causes   of such unacceptability, in the opinion of the inspecting oil major/company,   are material and are not capable of being rectified in early course. It is   understood and agreed that this clause cannot take effect unless Owners have   been given the opportunity to take the required remedial action (including   but not limited to holding a re-inspection by the oil major/company in   question which to be carried out within a maximum period of 2 months from   date of first inspection).
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
However, if the causes of such unacceptability are not material but   nevertheless, in Charterers’’ reasonably held view, as a direct consequence   of same the vessel becomes commercially inoperable, Charaters have the option   to place the vessel off-hire from the date and time that such unacceptability   becomes known to Charterers until the date and time that the vessel becomes acceptable   again to the oil major/company in question or otherwise becomes commercially   operable, which shall be in a position no less favourable to Charterers than   at which she went off-hire. Charterers shall always try their best to have   vessel remain commercially operable.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
If,   at any time during the charter period, the vessel becomes unacceptable to any   Oil Major, Charterers shall have the right to terminate the charter.
    
	
Pollution and 
   Emergency 
   Response
    	
 
    	
44. Owners are to advise   Charterers of organisational details and names of Owners personnel together   with their relevant telephone/facsimile/e-mail/telex numbers, including the   names and contact details of Qualified Individuals for OPA 90 response, who   may be contacted on a 24 hour basis in the event of oil spills or   emergencies.
    


 












 

	
ISPS
   Code/US
   MTSA 2002

 
    	
 
    	
45. (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-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 our 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 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.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(a)
    	
(i)    From the date of coming into force of the   International Code for the Security of Ships and of Port Facilities and the   relevant amendments to Chapter XI of SOLAS (ISPS Code) and the US Maritime   Transportation Security Act 2002 (MTSA) in relation to the Vessel and   thereafter during the currency of this charter, Owners shall procure that   both the Vessel and the Company’ (as defined by the ISPS Code) and the   owner(as defined by the MTSA) shall comply with the requirements of the ISPS   Code relating to the Vessel and the Company’ and the requirements of MTSA   relating to the vessel and the owner. Upon request Owners shall provide   documentary evidence of compliance with this Clause 45(a)
    
	
 
    	
 
    	
 
    	
(ii)   Except as otherwise provided in this   charter, loss, damage, expense or delay, caused by ‘failure on the part of   Owners or the Company”/owner to comply with the requirements of the ISPS   Code/MTSA or this Clause shall be for Owners’ account.
    
	
 
    	
 
    	
(b)
    	
(ii)     Charterers shall provide   Owners/Master with their full style contact details and shall ensure that the   contact details of all sub-charterers are likewise provided to Owners/Master.   Furthermore, Charterers shall ensure that all sub-charter parties they enter   into during the period of this charter 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)     Except as otherwise provided in   this charter, loss, damage, expense or delay, caused by failure on the part   of Charterers to comply with this sub-Clause 45(b) shall be for   Charterers’ account.
    


 











 



	
 
    	
 
    	
 
    	
Charterers’   account.
    
	
 
    	
 
    	
 
    	
(c)   Notwithstanding anything   else contained in this charter costs or expenses related to security   regulations or measures required by the port facility or any relevant   authority in accordance with the ISPS Cod/MTSA including, but not limited to,   security guards, launch services, tug escorts, port security fees or taxes   and inspections, shall be for Charterers’ account, unless such costs or   expenses result solely from Owners’ negligence in which case such costs or   expenses shall be for Owners’ account. All measures required by Owners to   comply with the security plan required by the ISPS Code/MTSA shall be for   Owners’ account.
    
	
 
    	
 
    	
 
    	
(d)   Notwithstanding any other   provision of this charter, the vest shall not be off hire where there is a   loss of time caused by Chartererers’ failure to comply with the ISPS   Code/MTSA (when in force).
    
	
 
    	
 
    	
 
    	
(e)  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.
    
	
Law and
   Litigation
    	
 
    	
46. 
    	
(a)  This   charter shall be construed and the relations between the parties determined   in accordance with the laws of England.
    
	
 
    	
 
    	
 
    	
(b)  All disputes arising out of this charter shall be   referred to Arbitration in London in accordance with the Arbitration Act 1996   (or any re-enactment or modification thereof for the time being in force)   subject to the following appointment procedure:
    
	
 
    	
 
    	
 
    	
(i)    The parties shall jointly   appoint a sole arbitrator not later than 28 days after service of a request   in writing by either party to do so.

(ii)   If the parties are unable or unwilling to   agree the appointment of a sole arbitrator in accordance with (i) then   each party shall appoint one arbitrator, in any event not later than 14 days   after receipt of a further request in writing by either party to do so. The   two arbitrators so appointed shall appoint a third arbitrator before any   substantive hearing or forthwith if they cannot agree on a matter relating to   the arbitration.

(iii)  If a party fails to appoint an arbitrator   within the time specified in (ii) (the “Party in Default”), the party   who has duly appointed his arbitrator shall give notice in writing to the   Party in Default that he proposes to appoint his arbitrator to act as sole   arbitrator.

(iv)  If the Party in Default does not within 7   days of the notice given pursuant to (iii) make The required appointment   and notify the other party that he has done so the other party may appoint   his arbitrator as sole arbitrator whose award shall be binding on both   parties as if he had been so appointed by agreement.

(v)   Any Award of the arbitrator(s) shall be final and binding   and not subject to appeal.

(vi)  For the purposes of this clause 46(b)   any requests or notices in writing shall be sent by fax, e-mail or telex and   shall be deemed received on the day of transmission.
    
	
 
    	
 
    	
 
    	
(c)  It shall be a condition precedent to the right of any   party to a stay of any legal proceedings in which maritime property has been,   or may be, arrested in connection with a dispute under this charter, that   that party furnishes to the other party security to which that other party   would have been entitled in such legal proceedings in the absence of a stay.
    
	
Confidentiality
    	
 
    	
47.
    	
All terms and conditions   of this charter arrangement shall be kept private and confidential
    
	
Construction
    	
 
    	
48.
    	
The side headings have been included in this charter for convenience   of reference and shall in no way affect the construction hereof.
    
	
 
    	
 
    	
Appendix A:
    	
OCIMF Vessel Particulars   Questionnaire for the vessel, as attached, shall be incorporated herein.
    
	
 
    	
 
    	
Appendix B:
    	
Shell Safety and Environmental Monthly Reporting Template, as   attached, shall be incorporated herein.
    
	
 
    	
 
    	
Additional Clauses: 1-17 As attached, shall be incorporated herein.
    
	
 
    	
 
    	
SIGNED FOR OWNERS
    	
 
    	
 
    	
SIGNED FOR CHARTERERS
    	
 
    
	
 
    	
 
    	
FULL NAME
    	
Constantine J. Markakis
    	
 
    	
FULL NAME
    	
Don P. Dunstan
    
	
 
    	
 
    	
POSITION
    	
President Director
    	
 
    	
POSITION
    	
Director
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
/s/   Constantine J. Markakis
    	
 
    	
/s/ Don P. Dunstan
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
									




 












 



 

Special Provisions to LPG/C “GRENDON”

Time Charter Party dated 27th May 2011

 

1) BIMCO 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 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.

 











 

2)                  BIMCO U.S. Customs Advance Notification/AMS Clause for Time Charter Parties 2004

 

(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.

 

3)                  BIMCO Bunker Quality Control Clause for Time Charter Parties 2010

 

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

 

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

 

(3)    During the currency of the Charter Party, 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 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 DNVPS 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) Owners reserve their right to make a claim against Charterers for any damage to the Vessel’s 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 Vessel’s main engines or auxiliaries, 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.

 

4)                                     BIMCO Weather Routeing Clause for Time Charter Parties 2006

 

(a) The Vessel shall, unless otherwise instructed by the Charterers, proceed by the customary route, but the Master may deviate from the route if he has reasonable grounds to believe that such a route will compromise the safe navigation of the Vessel.

 

(b) In the event the Charterers supply the Master with weather routeing information, although not obliged to follow such routeing information, the Master shall comply with the reporting procedure of that service.

 

5)                                     INTERTANKO Piracy Clause for Time Charter Parties 2009

 

1. Owners shall not be required to follow Charterers’ orders that the Master or Owners determine would expose the vessel, her crew or cargo to the risk of acts of piracy.

 

2. Owners shall be entitled

 

(a) to take reasonable preventive measures to protect the vessel, her crew and cargo including but not limited to proceeding in convoy, using escorts, avoiding day or night navigation, adjusting speed or course, or engaging security personnel or equipment on or about the vessel;

 

(b) to follow any instruction or recommendations given by the flag state, any governmental or supra-governmental organization; and

 

(c) to take a safe and reasonable alternative route in place of the normal, direct or intended route to the next port of call, in which case Owners shall give Charterers prompt notice of the alternative route, an estimate of time and bunker consumption and a revised estimated time of arrival.

 

3. The vessel shall remain on hire for any time lost as a result of taking the measures referred to in Paragraph 2 of this Clause and for any time spent during or as a result of an actual or threatened attack or detention by pirates.

 











 

4. Charterers shall indemnify Owners against all liabilities costs and expenses arising out of actual or threatened acts of piracy or any preventive or other measures taken by Owners whether pursuant to Paragraph 2 of this Clause or otherwise, including but not limited to additional insurance premiums, additional crew costs and costs of security personnel or equipment.

 

5. Charterers warrant that the terms of this Clause will be incorporated effectively into any bill of lading issued pursuant to this charter party.

 

6)                                     BIMCO EU Advance Cargo Declaration Clause for Time Charter Parties 2010

 

(a) If the vessel loads cargo in any EU port or place destined for a port or place outside the EU or loads cargo outside the EU destined for an EU port or place, the Charterers shall comply with the current EU Advance Cargo Declaration Regulations (the Security Amendment to the Community Customs Code, Regulations 648/2005; 1875/2006; and 312/2009) or any subsequent amendments thereto and shall undertake the role of carrier for the purposes of such regulations and in their own name, time and expense shall:

 

(i)                                     Have in place an EORI (Economic Operator Registration and Identification) number;

 

(ii)                                  Provide the Owners with a timely confirmation of (i) above as appropriate; and

 

(iii)                               Submit an ENS (Entry Summary Declaration) cargo declaration electronically to the EU Member States’ 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) The assumption of the role of carrier by the charterers pursuant to this Clause and for the purpose of the EU Advance Cargo Declaration Regulations shall be without prejudice to the identity of carrier under any bill of lading, other contract, law or regulation.

 












 

14)                              Gratituities and Disbursement Clause

 

Any gratuities and disbursements that the master is required to make at ports in the Black Sea in order for the vessel to go about its usual trading pattern (in the avoidance of unnecessary delays / detention) and any fines / penalties imposed arbitrarily by port / terminal authorities in the Black Sea shall be for Charterers’ account supported by a statement from the vessel’s master detailing any costs, expenses and outlays. The master shall use best endeavours to keep such costs, expenses and outlays as low as possible.

 

15)                              Floating Storage Clause:

 

Charterers may use the vessel as floating storage provided that if there is any additional insurance required for such operation by Owners’ hull & machinery underwriters and / or P&I club such additional insurance premium and/or any additional expenses shall be for Charterers’ account.

 

In case of floating storage or prolonged time awaiting cargo operation in excess of 15 (fifteen) days and Owners advise that underwater fouling will adversely affect the vessel’s speed and consumption, Owners shall have the option to steam up to 12 (twelve) hours every 15 (fifteen) days to avoid or reduce underwater fouling. Additional bunker consumption for steaming shall be for Charterers’ account. In addition, Charterers shall at the end of the floating storage and / or waiting period as soon as possible arrange cleaning of hull and propeller to master’s satisfaction at Charterers’ time and cost.

 

Owners shall not be responsible for any underperformance with regard to vessel’s speed and consumption after a period exceeding 15 (fifteen) days of floating storage and / or awaiting cargo operation until vessel’s hull and propeller have been cleaned properly to master’s satisfaction by Charterers at their time and cost.

 

For extended periods of floating storage and / awaiting cargo operation exceeding 20 (twenty) days, Charterers shall supply additional freshwater as per master’s requirement at Charterers’ time and cost. The master shall endeavour to reduce vessel’s freshwater consumption during such periods and shall only request fresh water when necessary.

 











 

16)                              BIMCO Sanctions Clause for Time Charter Parties 2010

 

(a)                                 Owners shall not be obliged to comply with any orders for the employment of the vessel in any carriage, trade or on a voyage which, in the reasonable judgement of Owners, will expose the vessel, owners, managers, crew, the vessel’s insurers, or their re-insurers, to any sanction or prohibition imposed by any state, supranational or international governmental organisation.

 

(b)                                 If the vessel is already performing an employment to which such sanction or prohibition is subsequently applied, Owners shall have the right to refuse to proceed with the employment and Charterers shall be obliged to issue alternative voyage orders within 48 hours of receipt of Owners’ notification of their refusal to proceed. If Charterers do not issue such alternative voyage orders, Owners may discharge any cargo already loaded at any safe port (including the port of loading). The vessel shall remain on hire pending completion of Charterers’ alternative voyage orders or delivery of cargo by Owners and Charterers shall remain responsible for all additional costs and expenses incurred in connection with such orders/delivery of cargo. If in compliance with this sub-clause (b) anything is done or not done, such shall not be deemed a deviation.

 

(c)                                  Charterers shall indemnify Owners against any and all claims whatsoever brought by the owners of the cargo and/or the holders of bills of lading and/or sub-Charterers against Owners by reason of Owners’ compliance with such alternative voyage orders or delivery of the cargo in accordance with sub-clause (b).

 

(d)                                 Charterers shall procure that this clause shall be incorporated into all sub-charters and bills of lading issued pursuant to this charter party.

 

17)                              The vessel is further described as follows:

 

Flag: Bahamas

Built: 1996

Class: NK

SDWT: 5,242.97 Metric tonnes

SDRAFT: 5.542 M

LOA: 99.95 M

Beam: 19.60 M

KTM: 33.50 M

BCM: 46.30 M

TPC: 15.51

REHEATER: YES

CRANE: 1 X 4 M.T. SWL

G.T.: 4,484

CUBIC CAP (100 PC): 5,015.859 M3

 












 

	

    	
 
    	

    


 

ORIGINAL

 

London 24th October 2011

 

LPG/C “GRENDON”

 

ADDENDUM NO 1 to Time Charter Party dated 27th May 2011 between Orion Tankers Limited (Owners) and Petredec Ltd (Charterers)

 

IT HAS THIS DAY BEEN MUTUALLY AGREED between Owners and Charterers that the trading area for this Charter Party shall be amended to include:

 

“Egyptian Red Sea, not South of but including Ras Shukheir, excluding Sinai Peninsula and inter-Egyptian Red Sea trading.

 

All other terms, conditions and exceptions to the above mentioned Time Charter Party dated 27th May 2011 shall remain unaltered and in full force and effect.

 

	
OWNERS
    	
 
    	
CHARTERERS
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	

    
	
/s/ Constantine J. Markakis
    	
 
    	
[signature illegiable]
    	
 
    
	
Constantine J. Markakis
    	
 
    	
 
    
	
President Director
    	
 
    	
 
    
					


 











 

V. Should the vessel be ordered to sail outside the agreed warranty limits and if Owners agree to continue on such voyage, then Charterers undertake to reimburse owners for:

 

(a). any net extra insurance premium applicable; and 

(b). any additional deductible thereof.

 

vi. The vessel shall remain on hire if delayed due to ice and / or to any reason related thereto.

 

vii. Notwithstanding anything else to the contrary in this Charter, Charterers shall be liable for all consequences whatsoever including but not limited to damages to the vessel and / or cargo due to ice and shall be liable for the costs and time for repairs.

 

All other terms, conditions and exceptions to the above mentioned Time Charter Party dated 27th May 2011 and Addendum No.1 shall remain unaltered and in full force and effect.

 

	
OWNERS
    	
 
    	
CHARTERERS
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	

    
	
/s/ Constantine J. Markakis
    	
 
    	
[signature illegiable]
    	
 
    
	
Constantine J. Markakis
    	
 
    	
 
    
	
President Director
    	
 
    	
 
    
					


 












 

	

    	

    


 

ORIGINAL

 

London 7th December 2011

 

LPG/C “GRENDON”

 

ADDENDUM NO 2 to Time Charter Party dated 27th May 2011 between Orion Tankers Limited (Owners) and Petredec Ltd (Charterers)

 

IT HAS THIS DAY BEEN MUTUALLY AGREED between Owners and Charterers that the trading area for this Charter Party shall be amended to include Porvoo for one port call loading on or about the 15th December 2011.

 

On this basis Charterers agree to Statoil Ice Clause as follows:

 

The vessel is not to force ice nor follow ice-breakers. In case the vessel finds herself in, or has been ordered to, an iced area or an area affected by ice, then:

 

i. Charterers shall for their own account place necessary ice-breakers and ice adviser, if necessary, at the vessel’s disposal. If ice-breakers are not available at any time, then Owners shall not be bound to proceed.

 

ii. In the event that the nominated load or discharge port(s) is / are inaccessible due to ice, the vessel will proceed to the nearest safe ice-free position and at the same time request revised orders.

 

iii. Immediately upon receipt of such request Charterers shall nominate an alternative ice-free and accessible port in accordance with this Charter where there is no danger of the vessel being frozen in and where if the vessel has cargo onboard there are facilities for receiving the cargo.

 

iv. In the event that the Master deems the vessel in danger of being frozen in at the nominated load or discharge port(s), Owners may at their sole discretion and after having advised Charterers order the vessel to cease loading or discharging and leave such port. In such circumstances, Charterers shall for their own account place necessary ice-breakers and ice adviser, if necessary, at the vessel’s disposal.

 











 

	

    	

    


 

ORIGINAL

 

London 11th January 2012

 

LPG/C “GRENDON”

 

ADDENDUM NO 3 to Time Charter Party dated 27th May 2011 between Orion Tankers Limited (Owners) and Petredec Ltd (Charterers)

 

IT HAS THIS DAY BEEN MUTUALLY AGREED between Owners and Charterers that the period under the above Time Charter to be extended as follows:-

 

Commencement: 1200 HRS LT 02.06.12

 

Period: 12 months 15 days more or less in Charterer’s option.

 

Hire rate: USD 315,000.00 per calender month including overtime plus USD 500.00 per calender month for communications.

 

Additional Clauses to be included:-

 

Ecuadorian Coastal Trade Clause:

 

In the event that the vessel is deployed in the Ecuadorian coastal trade:

 

i.                  Charterers shall be responsible for the regular collection and disposal of engine-room sludges at their time and expense; and

 

ii.               By commencement of the seventh (7th) month after arrival of the vessel in Ecuador, fifty (50) per cent of the vessel’s crew (as set out in her Safe Manning Certificate) shall be Ecuadorian nationals. Charterers shall reimburse Owners for any additional costs, expenses and liabilities of whatsoever nature arising out of the employment of Ecuadorian nationals on board.

 

Vessel Sale Clause:

 

Owners shall have the right to sell the vessel during the course of this charter with transfer of the charter attached, subject to Charterers’ approval of the transfer (said approval not to be unreasonably withheld).

 

All other terms, conditions and exceptions to the above mentioned Time Charter Party dated 27th May 2011 and Addenda’s 1 and 2 shall remain unaltered and in full force and effect.

 



	
OWNERS
    	
 
    	
CHARTERERS
    
	
 
    	
 
    	
 
    	

    
	
/s/ Constantine J.   Markakis
    	
 
    	
/s/ Don P. Dunstan
    	
 
    
	
Constantine J. Markakis
    	
 
    	
Don P. Dunstan
    
	
President Director
    	
 
    	
Director
    
					




 











 

	

    	

    


 

ORIGINAL

 

London 9th March 2012

 

LPG/C “GRENDON”

 

ADDENDUM NO 4 to Time Charter Party dated 27th May 2011 between Orion Tankers Limited (Owners) and Petredec Ltd (Charterers)

 

IT HAS THIS DAY BEEN MUTUALLY AGREED between Owners and Charterers that the period under the above Time Charter to be extended as follows:-

 

Commencement: 1200 HRS LT 02.06.13

 

Period: 12 months 15 days more or less in Charterer’s option.

 

Hire rate: USD 315,000.00 per calender month including overtime plus USD 500.00 per calender month for communications.

 

All other terms, conditions and exceptions to the above mentioned Time Charter Party dated 27th May 2011 and Addenda’s 1, 2 and 3 shall remain unaltered and in full force and effect.

 



	
OWNERS
    	
 
    	
CHARTERERS
    
	
 
    	
 
    	
 
    
	
/s/ Constantine J. Markakis
    	
 
    	
/s/ Don P. Dunstan
    
	
Constantine J. Markakis
    President/Director
    	
 
    	
Don P. Dunstan
   Director