supplytime_2005web

BIMCOTIME CHARTER PARTY FOR OFFSHORE SERVICE VESSELSCODE NAME: SUPPLYTIME 2005 PART I

Printed and sold by Fr. G. Knudtzons Bogtrykkeri A/S, Vallensbaekvej 61, DK-2625 Vallensbaek. Fax: +45 4366 0708

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n1. Place and date of Contract

2. Owners/place of business (full style, address, e-mail and fax no.)

continued

3. Charterers/place of business (full style, address, e-mail and fax no.)

4. Vessel’s name and IMO number (ANNEX A) 5. Date of delivery (Cl. 2(a) and (c)) 6. Cancelling date (Cl. 2(a) and (c))

7. Port or place of delivery (Cl. 2(a)) 8. Port or place of redelivery/notice of redelivery (Cl. 2(d))

(i) Port or place of redelivery

(ii) Number of days’ notice of redelivery

9. Period of hire (Cl. 1(a)) 10. Extension of period of hire (optional) (Cl. 1(b))

(i) Period of extension

(ii) Advance notice of declaration of option (days)

11. Automatic extension period to complete voyage or well (Cl. 1(c))

(i) Voyage or well (state which)

(ii) Maximum extension period (state number of days)

12. Mobilisation charge (Cl. 2(b)(i))

(i) Lump sum

(ii) When due

13. Early termination of charter (Cl. 31(a))

(i) State yes, if applicable

(ii) If yes, state amount of hire payable

14. Number of days’ notice of earlytermination (Cl. 31(a))

15. Demobilisation charge (lump sum)(Cl. 2(e) and Cl. 31(a))

16. Area of operation (Cl. 6(a)) 17. Employment of vessel restricted to (state nature of service(s)) (Cl. 6(a))

18. Specialist operations (Cl. 6(a))

(i) State if vessel may be used for ROV operations

(ii) State if vessel may be employed as a diving platform

19. Bunkers (Cl. 10)

(i) Quantity of bunkers on delivery and redelivery

(ii) Price of bunkers on delivery

(iii) Price for bunkers on redelivery

(iv) Fuel specifications and grades for fuel supplied by Charterers

20. Charter hire (state rate and currency) (Cl. 12(a), (d) and (e)) 21. Extension hire (if agreed, state rate) (Cl. 12(b))

22. Invoicing for hire and other payments (Cl. 12(d))

(i) State whether to be issued in advance or arrears

(ii) State by whom to be issued if other than the party stated in Box 2

(iii) State to whom to be issued if addressee other than stated in Box 3

23. Payments (state mode and place of payment; also state beneficiary andbank account) (Cl. 12(e))

24. Payment of hire, bunker invoices and disbursements for Charterers’account(state maximum number of days) (Cl. 12(e))

25. Interest rate payable (Cl. 12(e)) 26. Maximum audit period (Cl. 12(g))

29. Sublet (state amount of daily increment of charter hire) (Cl. 20)27. Meals (state rate agreed) (Cl. 6(c)(i)) 28. Accommodation (state rate agreed)(Cl. 6(c)(i))

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It is mutually agreed that this Contract shall be performed subject to the conditions contained in the Charter consisting of PART I, including additional clauses, if anyagreed and stated in Box 35, and PART II as well as ANNEX “A” and ANNEX “B” as annexed to this Charter. In the event of a conflict of conditions, the provisions of PARTI shall prevail over those of PART II and ANNEX “A” and ANNEX “B” to the extent of such conflict but no further.

(continued) SUPPLYTIME 2005 Time Charter Party for Offshore Service Vessels PART I

30. War Cancellation (indicate countries agreed) (Cl. 23)

31. General Average (Place of settlement - only to be filled in if other than London) (Cl. 26)

32. Taxes (Payable by Owners) (Cl. 30)

33. Breakdown (State period) (Cl. 31(b)(v))

34. Dispute resolution (state (a), (b) or (c) of Cl. 34, as agreed; if (c) agreed also state Place of Arbitration) (Cl. 34)

35. Numbers of additional clauses covering special provisions, if agreed

Signature (Owners) Signature (Charterers)

Grant

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PART IISUPPLYTIME 2005 Time Charter Party for Offshore Service Vessels

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Definitions“Owners” shall mean the party stated in Box 2“Charterers” shall mean the party stated in Box 3“Vessel” shall mean the vessel named in Box 4 andwith particulars stated in ANNEX “A”“Well” shall mean the time required to drill, test,complete and/or abandon a single borehole includingany side-track thereof.“Offshore Unit” shall mean any vessel, offshoreinstallation, structure and/or mobile unit used in offshoreexploration, construction, pipe-laying or repair,exploitation or production.“Employees” shall mean employees, directors,officers, servants, agents or invitees.

1. Charter Period(a) The Owners let and the Charterers hire the Vesselfor the period as stated in Box 9 from the time the Vesselis delivered to the Charterers.(b) Subject to Clause 12(b), the Charterers have theoption to extend the Charter Period in direct continuationfor the period stated in Box 10(i), but such an optionmust be declared in accordance with Box 10(ii).(c) The Charter Period shall automatically beextended for the time required to complete the voyageor well (whichever is stated in Box 11(i)) in progress,such time not to exceed the period stated in Box 11(ii).

2. Delivery and Redelivery(a) Delivery. - Subject to Clause 2(b) the Vessel shallbe delivered by the Owners free of cargo and with cleantanks at any time between the date stated in Box 5 andthe date stated in Box 6 at the port or place stated inBox 7 where the Vessel can safely lie always afloat.(b) Mobilisation. –(i) The Charterers shall pay a lump sum mobilisation

charge as stated in Box 12 without discount.(ii) Should the Owners agree to the Vessel loading

and transporting cargo and/or undertaking anyother service for the Charterers en route to theport of delivery or from the port of redelivery, thenall terms and conditions of this Charter Party shallapply to such loading and transporting and/orother service exactly as if performed during theCharter Period excepting only that any lump sumfreight agreed in respect thereof shall be payableand earned on shipment or commencement ofthe service as the case may be, the Vessel and/or goods lost or not lost.

(c) Cancelling. - If the Vessel is not delivered bymidnight local time on the cancelling date stated in Box6, the Charterers shall be entitled to cancel this CharterParty. However, if the Owners will be unable to deliverthe Vessel by the cancelling date, they may give noticein writing to the Charterers at any time prior to the deliverydate as stated in Box 5 and shall state in such notice thedate by which they will be able to deliver the Vessel. TheCharterers may within 24 hours of receipt of such noticegive notice in writing to the Owners cancelling this CharterParty. If the Charterers do not give such notice, then thelater date specified in the Owners’ notice shall besubstituted for the cancelling date for all the purposes ofthis Charter Party. In the event the Charterers cancelthe Charter Party, it shall terminate on terms that neitherparty shall be liable to the other for any losses incurredby reason of the non-delivery of the Vessel or thecancellation of the Charter Party.(d) Redelivery. - The Vessel shall be redelivered on

the expiration or earlier termination of this Charter Partyfree of cargo and with clean tanks at the port or placeas stated in Box 8(i) or such other port or place as maybe mutually agreed. The Charterers shall give not lessthan the number of days notice in writing of their intentionto redeliver the Vessel, as stated in Box 8(ii).(e) Demobilisation. - The Charterers shall pay a lumpsum demobilisation charge without discount in the amountas stated in Box 15 which amount shall be paid on theexpiration or on earlier termination of this Charter Party.

3. Condition of Vessel(a) The Owners undertake that at the date of deliveryunder this Charter Party the Vessel shall be of thedescription and Class as specified in ANNEX “A”,attached hereto, and in a thoroughly efficient state ofhull and machinery.(b) The Owners shall exercise due diligence tomaintain the Vessel in such Class and in every way fitfor the service stated in Clause 6 throughout the periodof this Charter Party.

4. Structural Alterations and Additional EquipmentThe Charterers shall, at their expense, have the optionof making structural alterations to the Vessel or installingadditional equipment with the written consent of theOwners, which shall not be unreasonably withheld.Unless otherwise agreed, the Vessel is to be redeliveredreinstated, at the Charterers’ expense, to her originalcondition. The Vessel is to remain on hire during anyperiod of these alterations or reinstatement. TheCharterers shall at all times be responsible for repairand maintenance of any such alteration or additionalequipment. However, the Owners may, upon givingnotice, undertake any such repair and maintenance atthe Charterers’ expense, when necessary for the safeand efficient performance of the Vessel.

5. SurveyThe Owners and the Charterers shall jointly appoint anindependent surveyor for the purpose of determiningand agreeing in writing, the condition of the Vessel, anyanchor handling and towing equipment specified inANNEX “A”, and the quality and quantity of fuel,lubricants and water at the time of delivery and redeliveryhereunder. The Owners and the Charterers shall jointlyshare the time and expense of such surveys.

6. Employment and Area of Operation(a) The Vessel shall be employed in offshore activitieswhich are lawful in accordance with the law of the placeof the Vessel’s flag and/or registration and of the placeof operation. Such activities shall be restricted to theservice(s) as stated in Box 17, and to voyages betweenany good and safe port or place and any place oroffshore unit where the Vessel can safely lie alwaysafloat within the Area of Operation as stated in Box 16which shall always be within International NavigationLimits and which shall in no circumstances be exceededwithout prior agreement and adjustment of the Hire andin accordance with such other terms as appropriate tobe agreed; provided always that the Charterers do notwarrant the safety of any such port or place or offshoreunit but shall exercise due diligence in issuing theirorders to the Vessel as if the Vessel were their ownproperty and having regard to her capabilities and thenature of her employment.Unless otherwise stated in Box 18(i), the Charterers

Grant

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shall not have the right to use the Vessel for ROVoperations. Unless otherwise stated in Box 18(ii), theVessel shall not be employed as a diving platform.(b) Relevant permission and licences from responsibleauthorities for the Vessel to enter, work in and leavethe Area of Operation shall be obtained by theCharterers and the Owners shall assist, if necessary,in every way possible to secure such permission andlicences.(c) The Vessel’s Space. - The whole reach and burdenand decks of the Vessel shall throughout the CharterPeriod be at the Charterers’ disposal reserving properand sufficient space for the Vessel’s Master, Officers,Crew, tackle, apparel, furniture, provisions and stores.The Charterers shall be entitled to carry, so far as spaceis available and for their purposes in connection withtheir operations:(i) Persons other than crew members, other than fare

paying, and for such purposes to make use ofthe Vessel’s available accommodation not beingused on the voyage by the Vessel’s Crew. TheOwners shall provide suitable provisions andrequisites for such persons for which theCharterers shall pay at the rate as stated in Box27 per meal and at the rate as stated in Box 28per day for the provision of bedding and servicesfor persons using berth accommodation.

(ii) Lawful cargo whether carried on or under deck.(iii) Explosives and dangerous cargo whether in bulk

or packaged, provided proper notification hasbeen given and such cargo is marked and packedin accordance with the national regulations of theVessel and/or the International Maritime Danger-ous Goods Code and/or other pertinent regula-tions. Failing such proper notification, marking orpacking the Charterers shall indemnify the Own-ers in respect of any loss, damage or liabilitywhatsoever and howsoever arising therefrom. TheCharterers accept responsibility for any additionalexpenses (including reinstatement expenses) in-curred by the Owners in relation to the carriageof explosives and dangerous cargo.

(iv) Hazardous or noxious substances, subject toClause 14(f), proper notification and any pertinentregulations.

(d) Laying-up of Vessel. - The Charterers shall havethe option of laying up the Vessel at an agreed safeport or place for all or any portion of the Charter Periodin which case the Hire hereunder shall continue to bepaid but, if the period of such lay-up exceeds 30consecutive days, there shall be credited against suchHire the amount which the Owners shall reasonablyhave saved by way of reduction in expenses andoverheads as a result of the lay-up of the Vessel.

7. Master and Crew(a) (i) The Master shall carry out his duties promptly

and the Vessel shall render all reasonableservices within her capabilities by day and by nightand at such times and on such schedules as theCharterers may reasonably require without anyobligations of the Charterers to pay to the Ownersor the Master, Officers or the Crew of the Vesselany excess or overtime payments. The Charterersshall furnish the Master with all instructions andsailing directions and the Master and Engineershall keep full and correct logs accessible to theCharterers or their agents.

(ii) (1) No Bills of Lading shall be issued forshipments under this Charter Party.(2) The Master shall sign cargo documents asdirected by the Charterers in the form of receiptsthat are non-negotiable documents and which areclearly marked as such.(3) The Charterers shall indemnify the Ownersagainst all liabilities that may arise from the signingof such cargo documents in accordance with thedirections of the Charterers to the extent that theterms of such cargo documents impose moreonerous liabilities than those assumed by theOwners under the terms of this Charter Party.

(b) The Vessel’s Crew if required by Charterers willconnect and disconnect electric cables, fuel, water andpneumatic hoses when placed on board the Vessel inport as well as alongside the offshore units; will operatethe machinery on board the Vessel for loading andunloading cargoes; and will hook and unhook cargo onboard the Vessel when loading or discharging alongsideoffshore units. If the port regulations or the seamen and/or labour unions do not permit the Crew of the Vessel tocarry out any of this work, then the Charterers shall make,at their own expense, whatever other arrangements maybe necessary, always under the direction of the Master.(c) If the Charterers have reason to be dissatisfiedwith the conduct of the Master or any Officer or memberof the Crew, the Owners on receiving particulars of thecomplaint shall promptly investigate the matter and ifthe complaint proves to be well founded, the Ownersshall as soon as reasonably possible make appropriatechanges in the appointment.(d) The entire operation, navigation, and managementof the Vessel shall be in the exclusive control andcommand of the Owners, their Master, Officers andCrew. The Vessel will be operated and the serviceshereunder will be rendered as requested by theCharterers, subject always to the exclusive right of theOwners or the Master of the Vessel to determinewhether operation of the Vessel may be safelyundertaken. In the performance of the Charter Party,the Owners are deemed to be an independentcontractor, the Charterers being concerned only withthe results of the services performed.

8. Owners to Provide(a) The Owners shall provide and pay for allprovisions, wages and all other expenses of the Master,Officers and Crew; all maintenance and repair of theVessel’s hull, machinery and equipment as specified inANNEX “A”; also, except as otherwise provided in thisCharter Party, for all insurance on the Vessel, all duesand charges directly related to the Vessel’s flag and/orregistration, all deck, cabin and engineroom stores,cordage required for ordinary ship’s purposes mooringalongside in harbour, and all fumigation expenses andde-ratisation certificates. The Owners’ obligations underthis Clause extend to cover all liabilities for consularcharges appertaining to the Master, Officers and Crew,customs or import duties arising at any time during theperformance of this Charter Party in relation to thepersonal effects of the Master, Officers and Crew, andin relation to the stores, provisions and other mattersas aforesaid which the Owners are to provide and/orpay for and the Owners shall refund to the Charterersany sums they or their agents may have paid or beencompelled to pay in respect of such liability.(b) On delivery the Vessel shall be equipped, if

Grant

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appropriate, at the Owners’ expense with any towing andanchor handling equipment specified in ANNEX “A”.

9. Charterers to Provide(a) While the Vessel is on hire the Charterers shallprovide and pay for all fuel, lubricants, water,dispersants, firefighting foam and transport thereof, portcharges, pilotage and boatmen and canal steersmen(whether compulsory or not), launch hire (unlessincurred in connection with the Owners’ business), lightdues, tug assistance, canal, dock, harbour, tonnage andother dues and charges, agencies and commissionsincurred on the Charterers’ business, costs for securityor other watchmen, and of quarantine (if occasionedby the nature of the cargo carried or the ports visitedwhilst employed under this Charter Party but nototherwise).(b) At all times the Charterers shall provide and payfor the loading and unloading of cargoes so far as notdone by the Vessel’s crew, cleaning of cargo tanks, allnecessary dunnage, uprights and shoring equipmentfor securing deck cargo, all cordage except as to beprovided by the Owners, all ropes, slings and specialrunners (including bulk cargo discharge hoses) actuallyused for loading and discharging, inert gas required forthe protection of cargo, and electrodes used for offshoreworks, and shall reimburse the Owners for the actualcost of replacement of special mooring lines to offshoreunits, wires, nylon spring lines etc. used for offshoreworks, all hose connections and adaptors, and further,shall refill oxygen/acetylene bottles used for offshoreworks.(c) Upon entering into this Charter Party or in anyevent no later than the time of delivery of the Vesselthe Charterers shall provide the Owners with copies ofany operational plans or documents which arenecessary for the safe and efficient operation of theVessel. All documents received by the Owners shall bereturned to the Charterers on redelivery.(d) The Charterers shall pay for customs duties, allpermits, import duties (including costs involved inestablishing temporary or permanent importationbonds), and clearance expenses, both for the Vesseland/or equipment, required for or arising out of thisCharter Party.(e) The Charterers shall pay for any replacement ofany anchor handling/towing/lifting wires and accessorieswhich have been placed on board by the Owners or theCharterers, should such equipment be lost, damaged orbecome unserviceable, other than as a result of theOwners’ negligence.(f) The Charterers shall pay for any fines, taxes orimposts levied in the event that contraband and/orunmanifested drugs and/or cargoes are found to havebeen shipped as part of the cargo and/or in containerson board. The Vessel shall remain on hire during anytime lost as a result thereof. However, if it is establishedthat the Master, Officers and/or Crew are involved insmuggling then any financial security required shall beprovided by the Owners.

10. Bunkers(a) Quantity at Delivery/Redelivery.– The Vessel shallbe delivered with at least the quantity of fuel as statedin Box 19 (i) and the Vessel shall be redelivered withabout the same quantity as on delivery, provided alwaysthat the quantity of fuels at redelivery is at least sufficientto allow the Vessel to safely reach the nearest port at

which fuels of the required type or better are available.(b) Purchase Price. – The Charterers shall purchasethe fuels on board at delivery at the price prevailing atthe time and port of delivery unless otherwise stated inBox 19 (ii) and the Owners shall purchase the fuels onboard at redelivery at the price prevailing at the timeand port of redelivery unless otherwise stated in Box19 (iii). The Charterers shall purchase the lubricantson board at delivery at the list price and the Ownersshall purchase the lubricants on board at redelivery atthe list price.(c) Bunkering. – The Charterers shall supply fuel of thespecifications and grades stated in Box 19 (iv). The fuelsshall be of a stable and homogeneous nature and unlessotherwise agreed in writing, shall comply with ISOstandard 8217:1996 or any subsequent amendmentsthereof as well as with the relevant provisions ofMARPOL. The Chief Engineer shall co-operate with theCharterers’ bunkering agents and fuel suppliers andcomply with their requirements during bunkering,including but not limited to checking, verifying andacknowledging sampling, reading or soundings, metersetc. before, during and/or after delivery of fuels. Duringdelivery four representative samples of all fuels shall betaken at a point as close as possible to the Vessel’sbunker manifold. The samples shall be labelled andsealed and signed by suppliers, Chief Engineer and theCharterers or their agents. Two samples shall be retainedby the suppliers and one each by the Vessel and theCharterers. If any claim should arise in respect of thequality or specification or grades of the fuels supplied,the samples of the fuels retained as aforesaid shall beanalysed by a qualified and independent laboratory.(d) Liability. – The Charterers shall be liable for anyloss or damage to the Owners caused by the supply ofunsuitable fuels or fuels which do not comply with thespecifications and grades set out in Box 19 (iv) and theOwners shall not be held liable for any reduction in theVessel’s speed performance and/or increased bunkerconsumption nor for any time lost and any otherconsequences arising as a result of such supply.

11. BIMCO ISPS/MTSA Clause for Time Charter Parties(a) (i) The Owners shall comply with the requirements

of the International Code for the Security of Shipsand of Port Facilities and the relevant amendmentsto Chapter XI of SOLAS (ISPS Code) relating tothe Vessel and “the Company” (as defined by theISPS Code). If trading to or from the United Statesor passing through United States waters, theOwners shall also comply with the requirementsof the US Maritime Transportation Security Act2002 (MTSA) relating to the Vessel and the“Owner” (as defined by the MTSA).

(ii) Upon request the Owners shall provide a copy ofthe relevant International Ship Security Certificate(or the Interim International Ship SecurityCertificate) to the Charterers. The Owners shallprovide the Charterers with the full style contactdetails of the Company Security Officer (CSO).

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

(b) (i) The Charterers shall provide the Owners and

Grant

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the Master with their full style contact details and,upon request, any other information the Ownersrequire to comply with the ISPS Code/MTSA.Furthermore, the Charterers shall ensure that allsub-charter parties they enter into during theperiod of this Charter Party contain the followingprovision:“The Charterers shall provide the Owners withtheir full style contact details and, where sub-letting is permitted under the terms of the charterparty, shall ensure that the contact details of allsub-charterers are likewise provided to theOwners”.

(ii) Except as otherwise provided in this Charter Party,loss, damages, expense or delay (excludingconsequential loss, damages, expense or delay)caused by failure on the part of the Charterers tocomply with this Clause shall be for the Charterers’account.

(c) Notwithstanding anything else contained in thisCharter Party all delay, costs or expenses whatsoeverarising out of or related to security regulations ormeasures required by the port facility or any relevantauthority in accordance with the ISPS Code/MTSAincluding, but not limited to, security guards, launchservices, tug escorts, port security fees or taxes andinspections, shall be for the Charterers’ account, unlesssuch costs or expenses result solely from the Owners’negligence. All measures required by the Owners tocomply with the Ship Security Plan shall be for theOwners’ account.(d) If either party makes any payment which is for theother party’s account according to this Clause, the otherparty shall indemnify the paying party.

12. Hire and Payments(a) Hire. - The Charterers shall pay Hire for the Vesselat the rate stated in Box 20 per day or pro rata for partthereof from the time that the Vessel is delivered to theCharterers until the expiration or earlier termination ofthis Charter Party.(b) Extension Hire. - If the option to extend the CharterPeriod under Clause 1(b) is exercised, Hire for suchextension shall, unless stated in Box 21, be agreedbetween the Owners and the Charterers. Should theparties fail to reach an agreement, then the Charterers’shall not have the option to extend the Charter Period.(c) Adjustment of Hire. - The rate of hire shall beadjusted to reflect documented changes, after the dateof entering into the Charter Party or the date ofcommencement of employment, whichever is earlier,in the Owners’ costs arising from changes in theCharterers’ requirements, or regulations governing theVessel and/or its Crew or this Charter Party or theapplication thereof.(d) Invoicing. - All invoices shall be issued in thecontract currency stated in Box 20. In respect ofreimbursable expenses incurred in currencies other thanthe contract currency, the rate of exchange into thecontract currency shall be that quoted by the CentralBank of the country of such other currency as at thedate of the Owners’ invoice. Invoices covering Hire andany other payments due shall be issued monthly asstated in Box 22(i) or at the expiration or earliertermination of this Charter Party. Notwithstanding theforegoing, bunkers and lubricants on board at deliveryshall be invoiced at the time of delivery.(e) Payments. - Payments of Hire, bunker invoices

and disbursements for the Charterers’ account shall bereceived within the number of days stated in Box 24from the date of receipt of the invoice. Payment shallbe made in the currency stated in Box 20 in full withoutdiscount to the account stated in Box 23.However, any advances for disbursements made onbehalf of and approved by the Owners may be deductedfrom Hire due.If payment is not received by the Owners within 5banking days following the due date the Owners areentitled to charge interest at the rate stated in Box 25on the amount outstanding from and including the duedate until payment is received.Where an invoice is disputed, the Charterers shall notifythe Owners before the due date and in any event paythe undisputed portion of the invoice but shall be entitledto withhold payment of the disputed portion providedthat such portion is reasonably disputed and theCharterers specify such reason. Interest will bechargeable at the rate stated in Box 25 on such disputedamounts where resolved in favour of the Owners.Should the Owners prove the validity of the disputedportion of the invoice, balance payment shall be receivedby the Owners within 5 banking days after the disputeis resolved. Should the Charterers’ claim be valid, acorrected invoice shall be issued by the Owners.(f) (i) Where there is a failure to pay Hire by the due

date, the Owners shall notify the Charterers inwriting of such failure and further may also suspendthe performance of any or all of their obligationsunder this Charter Party until such time as all theHire due to the Owners under the Charter Partyhas been received by the Owners. Throughout anyperiod of suspended performance under thisClause, the Vessel is to be and shall remain onHire. The Owners’ right to suspend performanceunder this Clause shall be without prejudice to anyother rights they may have under this Charter Party.

(ii) If after 5 days of the written notification referredto in Clause 12(f)(i) the Hire has still not beenreceived the Owners may at any time while Hireremains outstanding withdraw the Vessel from theCharter Party. The right to withdraw is to beexercised promptly and in writing and is notdependent upon the Owners first exercising theright to suspend performance of their obligationsunder the Charter Party pursuant to Clause 12(f)(i)above. The receipt by the Owners of a paymentfrom the Charterers after the five day periodreferred to above has expired but prior to thenotice of withdrawal shall not be deemed a waiverof the Owners’ right to cancel the Charter Party.

(iii) Where the Owners choose not to exercise any ofthe rights afforded to them by this Clause inrespect of any particular late payment of Hire, ora series of late payments of Hire, under theCharter Party, this shall not be construed as awaiver of their right either to suspend performanceunder Clause 12(f)(i) or to withdraw the Vesselfrom the Charter Party under Clause 12(f)(ii) inrespect of any subsequent late payment underthis Charter Party.

(iv) The Charterers shall indemnify the Owners inrespect of any liabilities incurred by the Ownersunder the Bill of Lading or any other contract ofcarriage as a consequence of the Owners’ propersuspension of and/or withdrawal from any or allof their obligations under this Charter Party.

Grant

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(g) Audit. - The Charterers shall have the right toappoint an independent chartered accountant to auditthe Owners’ books directly related to work performedunder this Charter Party at any time after the conclusionof the Charter Party, up to the expiry of the period statedin Box 26, to determine the validity of the Owners’charges hereunder. The Owners undertake to maketheir records available for such purposes at theirprincipal place of business during normal working hours.Any discrepancies discovered in payments made shallbe promptly resolved by invoice or credit as appropriate.

13. Suspension of Hire(a) If as a result of any deficiency of Crew or of theOwners’ stores, strike of Master, Officers and Crew,breakdown of machinery, damage to hull or otheraccidents to the Vessel, the Vessel is prevented fromworking, no Hire shall be payable in respect of any timelost and any Hire paid in advance shall be adjustedaccordingly provided always however that Hire shallnot cease in the event of the Vessel being preventedfrom working as aforesaid as a result of:(i) the carriage of cargo as noted in Clause 6(c)(iii)

and (iv);(ii) quarantine or risk of quarantine unless caused by

the Master, Officers or Crew having communicationwith the shore at any infected area not inconnection with the employment of the Vesselwithout the consent or the instructions of theCharterers;

(iii) deviation from her Charter Party duties orexposure to abnormal risks at the request of theCharterers;

(iv) detention in consequence of being driven into portor to anchorage through stress of weather ortrading to shallow harbours or to river or portswith bars or suffering an accident to her cargo,when the expenses resulting from such detentionshall be for the Charterers’ account howsoeverincurred;

(v) detention or damage by ice;(vi) any act or omission of the Charterers, their

servants or agents.(b) Liability for Vessel not Working. – The Owners’liability for any loss, damage or delay sustained by theCharterers as a result of the Vessel being preventedfrom working by any cause whatsoever shall be limitedto suspension of hire, except as provided in Clause11(a)(iii).(c) Maintenance and Drydocking. - NotwithstandingClause 13(a), the Charterers shall grant the Owners amaximum of 24 hours on hire, which shall becumulative, per month or pro rata for part of a monthfrom the commencement of the Charter Period formaintenance and repairs including drydocking(hereinafter referred to as “maintenance allowance”).The Vessel shall be drydocked at regular intervals. TheCharterers shall place the Vessel at the Owners’disposal clean of cargo, at a port (to be nominated bythe Owners at a later date) having facilities suitable tothe Owners for the purpose of such drydocking.During reasonable voyage time taken in transitsbetween such port and Area of Operation the Vesselshall be on hire and such time shall not be countedagainst the accumulated maintenance allowance.Hire shall be suspended during any time taken inmaintenance repairs and drydocking in excess of theaccumulated maintenance allowance.

In the event of less time being taken by the Owners forrepairs and drydocking or, alternatively, the Charterersnot making the Vessel available for all or part of thistime, the Charterers shall, upon expiration or earliertermination of the Charter Party, pay the equivalent ofthe daily rate of Hire then prevailing in addition to Hireotherwise due under this Charter Party in respect of allsuch time not so taken or made available.Upon commencement of the Charter Period, the Ownersagree to furnish the Charterers with the Owners’proposed drydocking schedule and the Charterersagree to make every reasonable effort to assist theOwners in adhering to such predetermined drydockingschedule for the Vessel.

14. Liabilities and Indemnities(a) DefinitionsFor the purpose of this Clause “Owners’ Group” shallmean: the Owners, and their contractors and sub-contractors , and Employees of any of the foregoing.For the purpose of this Clause “Charterers’ Group” shallmean: the Charterers, and their contractors, sub-contractors, co-venturers and customers (having acontractual relationship with the Charterers, always withrespect to the job or project on which the Vessel isemployed), and Employees of any of the foregoing.(b) Knock for Knock(i) Owners. - Notwithstanding anything else contained

in this Charter Party excepting Clauses 6(c)(iii),9(b), 9(e), 9(f), 10(d), 11, 12(f)(iv), 14 (d), 15 (b),18(c), 26 and 27, the Charterers shall not beresponsible for loss of or damage to the propertyof any member of the Owners’ Group, includingthe Vessel, or for personal injury or death of anymember of the Owners’ Group arising out of or inany way connected with the performance of thisCharter Party, even if such loss, damage, injury ordeath is caused wholly or partially by the act,neglect, or default of the Charterers’ Group, andeven if such loss, damage, injury or death is causedwholly or partially by unseaworthiness of anyvessel; and the Owners shall indemnify, protect,defend and hold harmless the Charterers from anyand against all claims, costs, expenses, actions,proceedings, suits, demands and liabilitieswhatsoever arising out of or in connection with suchloss, damage, personal injury or death.

(ii) Charterers. - Notwithstanding anything elsecontained in this Charter Party excepting Clause11, 15(a), 16 and 26, the Owners shall not beresponsible for loss of, damage to, or any liabilityarising out of anything towed by the Vessel, anycargo laden upon or carried by the Vessel or hertow, the property of any member of the Charterers’Group , whether owned or chartered, includingtheir Offshore Units, or for personal injury or deathof any member of the Charterers’ Group or ofanyone on board anything towed by the Vessel,arising out of or in any way connected with theperformance of this Charter Party, even if suchloss, damage, liability, injury or death is causedwholly or partially by the act, neglect or default ofthe Owners’ Group, and even if such loss,damage, liability, injury or death is caused whollyor partially by the unseaworthiness of any vessel;and the Charterers shall indemnify, protect,defend and hold harmless the Owners from anyand against all claims, costs, expenses, actions,

Grant

white


667668669670671672673674675676677678679680681682683684685686687688689690691692693694695696697698699700701702703704705706707708709710711712713714715716717718719720721722723724725726727728729730731732733734

735736737738739740741

742743744745746747748749750751752753754755756757758759760761762763764765766767768769770771772773774775

776777778779780781782783

784785786787788789790791792793794795796797798799

proceedings, suits, demands, and liabilitieswhatsoever arising out of or in connection withsuch loss, damage, liability, personal injury ordeath.

(c) Consequential Damages.-Neither party shall be liable to the other for anyconsequential damages whatsoever arising out of or inconnection with the performance or non-performanceof this Charter Party, and each party shall protect, defendand indemnify the other from and against all such claimsfrom any member of its Group as defined in Clause14(a).“Consequential damages” shall include, but not belimited to, loss of use, loss of profits, shut-in or loss ofproduction and cost of insurance, whether or notforeseeable at the date of this Charter Party.(d) Limitations.-Nothing contained in this Charter Party shall beconstrued or held to deprive the Owners or theCharterers, as against any person or party, includingas against each other, of any right to claim limitation ofliability provided by any applicable law, statute orconvention, save that nothing in this Charter Party shallcreate any right to limit liability. Where the Owners orthe Charterers may seek an indemnity under theprovisions of this Charter Party or against each other inrespect of a claim brought by a third party, the Ownersor the Charterers shall seek to limit their liability againstsuch third party.(e) Himalaya Clause.-(i) All exceptions, exemptions, defences, immunities,

limitations of liability, indemnities, privileges andconditions granted or provided by this Charter Partyor by any applicable statute, rule or regulation forthe benefit of the Charterers shall also apply toand be for the benefit of the Charterers’ parent,affiliated, related and subsidiary companies; theCharterers’ contractors, sub-contractors, co-venturers and customers (having a contractualrelationship with the Charterers, always withrespect to the job or project on which the Vessel isemployed) ; their respective Employees and theirrespective underwriters.

(ii) All exceptions, exemptions, defences, immunities,limitations of liability, indemnities, privileges andconditions granted or provided by this Charter Partyor by any applicable statute, rule or regulation forthe benefit of the Owners shall also apply to andbe for the benefit of the Owners’ parent, affiliated,related and subsidiary companies, the Owners’contractors, sub-contractors, the Vessel, its Master,Officers and Crew, its registered owner, its operator,its demise charterer(s), their respective Employeesand their respective underwriters.

(iii) The Owners or the Charterers shall be deemedto be acting as agent or trustee of and for thebenefit of all such persons and parties set forthabove, but only for the limited purpose ofcontracting for the extension of such benefits tosuch persons and parties.

(f) Hazardous or Noxious Substances.Notwithstanding any other provision of this Charter Partyto the contrary, the Charterers shall always beresponsible for any losses, damages or liabilitiessuffered by the Owners’ Group, by the Charterers, orby third parties, with respect to the Vessel or otherproperty, personal injury or death, pollution or otherwise,which losses, damages or liabilities are caused, directly

or indirectly, as a result of the Vessel’s carriage of anyhazardous or noxious substances in whatever form asordered by the Charterers, and the Charterers shalldefend, indemnify the Owners and hold the Ownersharmless for any expense, loss or liability whatsoeveror howsoever arising with respect to the carriage ofhazardous or noxious substances.

15. Pollution(a) Except as otherwise provided for in Clause 18(c)(iii),the Owners shall be liable for, and agree to indemnify,defend and hold harmless the Charterers against allclaims, costs, expenses, actions, proceedings, suits,demands and liabilities whatsoever arising out of actualor threatened pollution damage and the cost of cleanupor control thereof arising from acts or omissions of theOwners or their personnel which cause or allowdischarge, spills or leaks from the Vessel, except as mayemanate from cargo thereon or therein.(b) The Charterers shall be liable for and agree toindemnify, defend and hold harmless the Owners fromall claims, costs, expenses, actions, proceedings, suits,demands, liabilities, loss or damage whatsoever arisingout of or resulting from any other actual or threatenedpollution damage, even where caused wholly or partiallyby the act, neglect or default of the Owners, theirEmployees, contractors or sub-contractors or by theunseaworthiness of the Vessel.(c) The Charterers shall, upon giving notice to theOwners or the Master, have the right (but shall not beobliged) to place on board the Vessel and/or have inattendance at the site of any pollution or threatenedincident one or more Charterers’ representative toobserve the measures being taken by Owners and/ornational or local authorities or their respective servants,agents or contractors to prevent or minimise pollutiondamage and to provide advice, equipment or manpoweror undertake such other measures, at Charterers’ riskand expense, as are permitted under applicable lawand as Charterers believe are reasonably necessary toprevent or minimise such pollution damage or to removethe threat of pollution damage.

16. Wreck RemovalIf the Vessel becomes a wreck and is an obstruction tonavigation and has to be removed by order of any lawfulauthority having jurisdiction over the area where theVessel is placed or as a result of compulsory law, theOwners shall be liable for any and all expenses inconnection with the raising, removal, destruction,lighting or marking of the Vessel.

17. Insurance(a) (i) The Owners shall procure and maintain in

effect for the duration of this Charter Party, withreputable insurers, the insurances set forth inANNEX “B”.Policy limits shall not be less than those indicated.Reasonable deductibles are acceptable and shallbe for the account of the Owners.

(ii) The Charterers shall upon request be named asco-insured. The Owners shall upon request causeinsurers to waive subrogation rights against theCharterers (as encompassed in Clause 14(e)(i)).Co-insurance and/or waivers of subrogation shallbe given only insofar as these relate to liabilitieswhich are properly the responsibility of the Ownersunder the terms of this Charter Party.

Grant

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800801802803804805806807808809810

811812813814815816817818819820821822823824825826827828829830831832833834835836837838839840841842843844845846847848849850851852853854855856857858859860861862863864865866

867868869870871872873874875876877878879880

881882883884885886887888889890891892893894895896897898899900901902903904

905906907908909910911912913914915916917918919920921922923924925926927928

929930931

(b) The Owners shall upon request furnish theCharterers with copies of certificates of insurance whichprovide sufficient information to verify that the Ownershave complied with the insurance requirements of thisCharter Party.(c) If the Owners fail to comply with the aforesaidinsurance requirements, the Charterers may, withoutprejudice to any other rights or remedies under thisCharter Party, purchase similar coverage and deductthe cost thereof from any payment due to the Ownersunder this Charter Party.

18. Saving of Life and Salvage(a) The Vessel shall be permitted to deviate for thepurpose of saving life at sea without prior approval ofor notice to the Charterers and without loss of Hireprovided however that notice of such deviation is givenas soon as possible.(b) Subject to the Charterers’ consent, which shall notbe unreasonably withheld, the Vessel shall be at libertyto undertake attempts at salvage, it being understoodthat the Vessel shall be off-hire from the time she leavesport or commences to deviate and she shall remainoff-hire until she is again in every way ready to resumethe Charterers’ service at a position which is not lessfavourable to the Charterers than the position at thetime of leaving port or deviating for the salvage services.All salvage monies earned by the Vessel shall be dividedequally between the Owners and the Charterers, afterdeducting the Master’s, Officers’ and Crew’s share, legalexpenses, value of fuel and lubricants consumed, Hireof the Vessel lost by the Owners during the salvage,repairs to damage sustained, if any, and any otherextraordinary loss or expense sustained as a result ofthe salvage.The Charterers shall be bound by all measures takenby the Owners in order to secure payment of salvageand to fix its amount.(c) The Owners shall waive their right to claim anyaward for salvage performed on property owned by orcontracted to the Charterers, always provided suchproperty was the object of the operation the Vessel waschartered for, and the Vessel shall remain on hire whenrendering salvage services to such property. This waiveris without prejudice to any right the Vessel’s Master,Officers and Crew may have under any title.If the Owners render assistance to such property indistress on the basis of “no claim for salvage”, then,notwithstanding any other provisions contained in thisCharter Party and even in the event of neglect or defaultof the Owners, Master, Officers or Crew:(i) The Charterers shall be responsible for and shall

indemnify the Owners against payments made,under any legal rights, to the Master, Officers andCrew in relation to such assistance.

(ii) The Charterers shall be responsible for and shallreimburse the Owners for any loss or damagesustained by the Vessel or her equipment byreason of giving such assistance and shall alsopay the Owners’ additional expenses therebyincurred.

(iii) The Charterers shall be responsible for any actualor potential spill, seepage and/or emission of anypollutant howsoever caused occurring within theoffshore site and any pollution resulting therefromwheresoever it may occur and including but notlimited to the cost of such measures as arereasonably necessary to prevent or mitigate

pollution damage, and the Charterers shallindemnify the Owners against any liability, costor expense arising by reason of such actual orpotential spill, seepage and/or emission.

(iv) The Vessel shall not be off-hire as a consequenceof giving such assistance, or effecting repairsunder Clause 18(c)(ii), and time taken for suchrepairs shall not count against time granted underClause 13(c).

(v) The Charterers shall indemnify the Ownersagainst any liability, cost and/or expensewhatsoever in respect of any loss of life, injury,damage or other loss to person or propertyhowsoever arising from such assistance.

19. LienThe Owners shall have a lien upon all cargoes andequipment for all claims against the Charterers underthis Charter Party and the Charterers shall have a lienon the Vessel for all monies paid in advance and notearned. The Charterers will not suffer, nor permit to becontinued, any lien or encumbrance incurred by themor their agents, which might have priority over the titleand interest of the Owners in the Vessel. Except asprovided in Clause 14, the Charterers shall indemnifyand hold the Owners harmless against any lien ofwhatsoever nature arising upon the Vessel during theCharter Period while she is under the control of theCharterers, and against any claims against the Ownersarising out of the operation of the Vessel by theCharterers or out of any neglect of the Charterers inrelation to the Vessel or the operation thereof.Should the Vessel be arrested by reason of claims orliens arising out of her operation hereunder, unlessbrought about by the act or neglect of the Owners, theCharterers shall at their own expense take allreasonable steps to secure that within a reasonable timethe Vessel is released and at their own expense put upbail to secure release of the Vessel.

20. Sublet and Assignment(a) Charterers. - The Charterers shall have the optionof subletting, assigning or loaning the Vessel to anyperson or company not competing with the Owners,subject to the Owners’ prior approval which shall not beunreasonably withheld, upon giving notice in writing tothe Owners, but the original Charterers shall alwaysremain responsible to the Owners for due performanceof the Charter Party. The person or company taking suchsubletting, assigning or loan and their contractors andsub-contractors shall be deemed contractors of theCharterers for all the purposes of this Charter Party.The Owners make it a condition of such consent thatadditional Hire shall be paid as agreed between theCharterers and the Owners in Box 29, having regard tothe nature and period of any intended service of theVessel.(b) Owners. - The Owners may not assign or transferany part of this Charter Party without the written approvalof the Charterers, which approval shall not beunreasonably withheld. Approval by the Charterers ofsuch subletting or assignment shall not relieve theOwners of their responsibility for due performance ofthe part of the services which is sublet or assigned.

21. Substitute VesselThe Owners shall be entitled at any time, whether beforedelivery or at any other time during the Charter Period,

Grant

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932933

934935936937938939940941942943944945946947948949950951952953954955956957958959960961962963964965966967968969970971972973974975976977978979980981982983984985986987988989990991992993994995996997998

999100010011002100310041005100610071008100910101011101210131014101510161017101810191020102110221023102410251026102710281029103010311032103310341035103610371038103910401041104210431044104510461047

104810491050105110521053105410551056

10571058105910601061106210631064

to provide a substitute vessel, subject to the Charterers’prior approval which shall not be unreasonably withheld.

22. BIMCO War Risks Clause “CONWARTIME 2004”(a) For the purpose of this Clause, the words:(i) “Owners” shall include the shipowners, bareboat

charterers, disponent owners, managers or otheroperators who are charged with the managementof the Vessel, and the Master; and

(ii) “War Risks” shall include any actual, threatenedor reported: war; act of war; civil war; hostilities;revolution; rebellion; civil commotion; warlikeoperations; laying of mines; acts of piracy; acts ofterrorists; acts of hostility or malicious damage;blockades (whether imposed against all vesselsor imposed selectively against vessels of certainflags or ownership, or against certain cargoes orcrews or otherwise howsoever); by any person,body, terrorist or political group, or the Governmentof any state whatsoever, which, in the reasonablejudgement of the Master and/or the Owners, maybe dangerous or are likely to be or to becomedangerous to the Vessel, her cargo, crew or otherpersons on board the Vessel.

(b) The Vessel, unless the written consent of theOwners be first obtained, shall not be ordered to orrequired to continue to or through, any port, place, areaor zone (whether of land or sea), or any waterway orcanal, where it appears that the Vessel, her cargo, crewor other persons on board the Vessel, in the reasonablejudgement of the Master and/or the Owners, may be,or are likely to be, exposed to War Risks. Should theVessel be within any such place as aforesaid, whichonly becomes dangerous, or is likely to be or to becomedangerous, after her entry into it, she shall be at libertyto leave it.(c) The Vessel shall not be required to load contrabandcargo, or to pass through any blockade, whether suchblockade be imposed on all vessels, or is imposedselectively in any way whatsoever against vessels ofcertain flags or ownership, or against certain cargoesor crews or otherwise howsoever, or to proceed to anarea where she shall be subject, or is likely to be subjectto a belligerent’s right of search and/or confiscation.(d) (i) The Owners may effect war risks insurance in

respect of the Hull and Machinery of theVessel and their other interests (including, but notlimited to, loss of earnings and detention, the crewand their Protection and Indemnity Risks), andthe premiums and/or calls therefor shall be fortheir account.

(ii) If the Underwriters of such insurance should requirepayment of premiums and/or calls because,pursuant to the Charterers’ orders, the Vessel iswithin, or is due to enter and remain within, or passthrough any area or areas which are specified bysuch Underwriters as being subject to additionalpremiums because of War Risks, then the actualpremiums and/or calls paid shall be reimbursedby the Charterers to the Owners at the same timeas the next payment of hire is due, or uponredelivery, whichever occurs first.

(e) If the Owners become liable under the terms ofemployment to pay to the crew any bonus or additionalwages in respect of sailing into an area which isdangerous in the manner defined by the said terms,then the actual bonus or additional wages paid shall bereimbursed to the Owners by the Charterers at the same

time as the next payment of hire is due, or uponredelivery, whichever occurs first.(f) The Vessel shall have liberty:-(i) to comply with all orders, directions, recommen-

dations or advice as to departure, arrival, routes,sailing in convoy, ports of call, stoppages, desti-nations, discharge of cargo, delivery, or in anyother way whatsoever, which are given by theGovernment of the Nation under whose flag theVessel sails, or other Government to whose lawsthe Owners are subject, or any other Government,body or group whatsoever acting with the powerto compel compliance with their orders or direc-tions;

(ii) to comply with the order, directions or recommen-dations of any war risks underwriters who havethe authority to give the same under the terms ofthe war risks insurance;

(iii) to comply with the terms of any resolution of theSecurity Council of the United Nations, theeffective orders of any other Supranational bodywhich has the right to issue and give the same,and with national laws aimed at enforcing thesame to which the Owners are subject, and toobey the orders and directions of those who arecharged with their enforcement;

(iv) to discharge at any other port any cargo or partthereof which may render the Vessel liable toconfiscation as a contraband carrier;

(v) to call at any other port to change the crew or anypart thereof or other persons on board the Vesselwhen there is reason to believe that they may besubject to internment, imprisonment or othersanctions.

(g) If in accordance with their rights under theforegoing provisions of this Clause, the Owners shallrefuse to proceed to the loading or discharging ports,or any one or more of them, they shall immediatelyinform the Charterers. No cargo shall be discharged atany alternative port without first giving the Charterersnotice of the Owners’ intention to do so and requestingthem to nominate a safe port for such discharge. Failingsuch nomination by the Charterers within 48 hours ofthe receipt of such notice and request, the Owners maydischarge the cargo at any safe port of their own choice.

(h) If in compliance with any of the provisions of sub-clauses (b) to (g) of this Clause anything is done or notdone, such shall not be deemed a deviation, but shallbe considered as due fulfilment of this Charter Party.

23. War Cancellation Clause 2004Either party may cancel this Charter Party on theoutbreak of war (whether there be a declaration of waror not)(a) between any two or more of the following countries:the United States of America; Russia; the UnitedKingdom; France; and the People’s Republic of China,or,(b) between the countries stated in Box 30.

24. BIMCO Ice Clause for Time Charter Parties(a) The Vessel shall not be obliged to force ice but,subject to the Owners’ prior approval having due regardto its size, construction and class, may follow ice-breakers.(b) The Vessel shall not be required to enter or remainin any icebound port or area, nor any port or area wherelights, lightships, markers or buoys have been or are

Grant

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Grant

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106510661067106810691070107110721073107410751076107710781079108010811082

10831084108510861087108810891090109110921093

109410951096109710981099110011011102110311041105110611071108110911101111111211131114111511161117111811191120

112111221123112411251126112711281129

1130113111321133113411351136113711381139

11401141114211431144

114511461147114811491150115111521153115411551156

11571158115911601161116211631164116511661167

11681169117011711172117311741175117611771178117911801181118211831184118511861187118811891190119111921193

about to be withdrawn by reason of ice, nor where onaccount of ice there is, in the Master’s sole discretion,a risk that, in the ordinary course of events, the Vesselwill not be able safely to enter and remain at the port orarea or to depart after completion of loading ordischarging. If, on account of ice, the Master in his solediscretion considers it unsafe to proceed to, enter orremain at the place of loading or discharging for fear ofthe Vessel being frozen in and/or damaged, he shallbe at liberty to sail to the nearest ice-free and safe placeand there await the Charterers’ instructions.(c) Any delay or deviation caused by or resulting fromice shall be for the Charterers’ account and the Vesselshall remain on-hire.(d) Any additional premiums and/or calls required bythe Vessel’s underwriters due to the Vessel entering orremaining in any icebound port or area, shall be for theCharterers’ account.

25. Epidemic/FeverThe Vessel shall not be ordered to nor bound to enterwithout the Owners’ written permission any place wherefever or epidemics are prevalent or to which the Master,Officers and Crew by law are not bound to follow theVessel.Notwithstanding the terms of Clause 13, Hire shall bepaid for all time lost including any lost owing to loss ofor sickness to the Master, Officers, Crew or passengersor to the action of the Crew in refusing to proceed tosuch place or to be exposed to such risks.

26. General Average and New Jason ClauseGeneral Average shall be adjusted and settled inLondon unless otherwise stated in Box 31, accordingto York-Antwerp Rules, 1994.Hire shall not contribute to General Average. Shouldadjustment be made in accordance with the law andpractice of the United States of America, the followingprovision shall apply:“In the event of accident, danger, damage or disasterbefore or after the commencement of the voyage,resulting from any cause whatsoever, whether due tonegligence or not, for which, or for the consequence ofwhich, the Owners are not responsible, by statute,contract or otherwise, the cargo, shippers, consigneesor owners of the cargo shall contribute with the Ownersin General Average to the payment of any sacrifices,loss or expenses of a General Average nature that maybe made or incurred and shall pay salvage and specialcharges incurred in respect of the cargo.If a salving vessel is owned or operated by the Owners,salvage shall be paid for as fully as if the said salvingvessel or vessels belonged to strangers. Such depositas the Owners, or their agents, may deem sufficient tocover the estimated contribution of the cargo and anysalvage and special charges thereon shall, if required,be made by the cargo, shippers, consignees or ownersof the cargo to the Owners before delivery”.

27. Both-to-Blame Collision ClauseIf the Vessel comes into collision with another ship as aresult of the negligence of the other ship and any act,neglect or default of the Master, mariner, pilot or theservants of the Owners in the navigation or themanagement of the Vessel, the Charterers willindemnify the Owners against all loss or liability to theother or non-carrying ship or her owners insofar as suchloss or liability represent loss of or damage to, or any

claim whatsoever of the owners of any goods carriedunder this Charter Party paid or payable by the other ornon-carrying ship or her owners to the owners of thesaid goods and set-off, recouped or recovered by theother or non-carrying ship or her owners as part of theirclaim against the Vessel or the Owners. The foregoingprovisions shall also apply where the owners, operatorsor those in charge of any ship or ships or objects otherthan or in addition to the colliding ships or objects areat fault in respect of a collision or contact.

28. Health and SafetyThe Owners shall comply with and adhere to allapplicable international, national and local regulationspertaining to health and safety, and such Charterers’instructions as may be appended hereto.

29. Drugs and Alcohol PolicyThe Owners undertake that they have, and shall maintainfor the duration of this Charter Party, a policy on Drugsand Alcohol Abuse applicable to the Vessel (the “D & APolicy”) that meets or exceeds the standards in theOCIMF Guidelines for the Control of Drugs and AlcoholOnboard Ship 1995 as amended from time to time.The Owners shall exercise due diligence to ensure thatthe D & A Policy is understood and complied with onand about the Vessel. An actual impairment, shall notin and itself mean that the Owners have failed toexercise due diligence.

30. TaxesWithin the day rate the Owners shall be responsible forthe taxes stated in Box 32 and the Charterers shall beresponsible for all other taxes.In the event of change in the Area of Operation orchange in local regulation and/or interpretation thereof,resulting in an unavoidable and documented change ofthe Owners’ tax liability after the date of entering intothe Charter Party or the date of commencement ofemployment, whichever is the earlier, Hire shall beadjusted accordingly.

31. Early Termination(a) At Charterers’ Convenience. - The Charterers mayterminate this Charter Party at any time by giving theOwners written notice of termination as stated in Box14, upon expiry of which, this Charter Party willterminate. Upon such termination, Charterers shall paythe compensation for early termination stated in Box13 and the demobilisation charge stated in Box 15, aswell as Hire or other payments due under the CharterParty up to the time of termination. Should Box 13 beleft blank, Clause 31(a) shall not apply.(b) For Cause. - If either party becomes informed ofthe occurrence of any event described in this Clausethat party shall so notify the other party promptly inwriting and in any case within 3 days after suchinformation is received. If the occurrence has not ceasedwithin 3 days after such notification has been given,this Charter Party may be terminated by either party,without prejudice to any other rights which either partymay have, under any of the following circumstances:(i) Requisition. - If the government of the state of

registry and/or the flag of the Vessel, or anyagency thereof, requisitions for hire or title orotherwise takes possession of the Vessel duringthe Charter Period.

(ii) Confiscation. - If any government, individual or

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group, whether or not purporting to act as agovernment or on behalf of any government,confiscates, requisitions, expropriates, seizes orotherwise takes possession of the Vessel duringthe Charter Period (other than by way of arrestfor the purpose of obtaining security).

(iii) Bankruptcy. - In the event of an order being madeor resolution passed for the winding up, dissolu-tion, liquidation or bankruptcy of either party (oth-erwise than for the purpose of reconstruction oramalgamation) or if a receiver is appointed or if itsuspends payment or ceases to carry on business.

(iv) Loss of Vessel. – If the Vessel is lost or becomesa constructive total loss, or is missing unless theOwners promptly state their intention to provide,and do in fact provide, within 14 days of the Vesselbeing lost or missing, at the port or place fromwhich the Vessel last sailed (or some othermutually acceptable port or place) a substitutevessel pursuant to Clause 21. In the case oftermination, Hire shall cease from the date theVessel was lost or, in the event of a constructivetotal loss, from the date of the event giving rise tosuch loss. If the date of loss cannot be ascertainedor the Vessel is missing, payment of Hire shallcease from the date the Vessel was last reported.

(v) Breakdown. - If, at any time during the term ofthis Charter Party a breakdown of the Owners’equipment or Vessel result in the Owners beingunable to perform their obligations hereunder fora period exceeding that stated in Box 33 and havenot initiated reasonable steps within 48 hours toremedy the non-performance or provided asubstitute vessel pursuant to Clause 21.

(vi) Force Majeure. - If a force majeure condition asdefined in Clause 32 prevents or hinders theperformance of the Charter Party for a periodexceeding 15 consecutive days from the time atwhich the impediment causes the failure toperform if notice is given without delay or, if noticeis not given without delay, from the time at whichnotice thereof reaches the other party.

(vii) Default. - If either party is in repudiatory breachof its obligations hereunder.

Termination as a result of any of the above mentionedcauses shall not relieve the Charterers of any obligationfor Hire and any other payments.

32. Force MajeureNeither party shall be liable for any loss, damage ordelay due to any of the following force majeure eventsand/or conditions to the extent the party invoking forcemajeure is prevented or hindered from performing anyor all of their obligations under this Charter Party,provided they have made all reasonable efforts to avoid,minimize or prevent the effect of such events and/orconditions:(a) acts of God;(b) any Government requisition, control, intervention,requirement or interference;(c) any circumstances arising out of war, threatenedact of war or warlike operations, acts of terrorism,sabotage or piracy, or the consequences thereof;(d) riots, civil commotion, blockades or embargoes;(e) epidemics;(f) earthquakes, landslides, floods or other extraor-dinary weather conditions;(g) strikes, lockouts or other industrial action, unless

limited to the Employees of the party seeking to invokeforce majeure;(h) fire, accident, explosion except where caused bynegligence of the party seeking to invoke force majeure;(i) any other similar cause beyond the reasonablecontrol of either party.The party seeking to invoke force majeure shall notifythe other party in writing within 2 working days of theoccurrence of any such event/condition.

33. ConfidentialityAll information or data provided or obtained inconnection with the performance of this Charter Partyis and shall remain confidential and not be disclosedwithout the prior written consent of the other party. Theparties shall use their best efforts to ensure that suchinformation shall not be disclosed to any third party byany of their sub-contractors, Employees and agents.This Clause shall not apply to any information or datathat has already been published or is in the publicdomain.All information and data provided by a party is and shallremain the property of that party.

34. BIMCO Dispute Resolution Clause* (a) This Charter Party shall be governed by andconstrued in accordance with English law and anydispute arising out of or in connection with this CharterParty shall be referred to arbitration in London inaccordance with the Arbitration Act 1996 or any statutorymodification or re-enactment thereof save to the extentnecessary to give effect to the provisions of this Clause.The arbitration shall be conducted in accordance withthe London Maritime Arbitrators Association (LMAA)Terms current at the time when the arbitrationproceedings are commenced.The reference shall be to three arbitrators. A partywishing to refer a dispute to arbitration shall appoint itsarbitrator and send notice of such appointment in writingto the other party requiring the other party to appoint itsown arbitrator within 14 calendar days of that noticeand stating that it will appoint its arbitrator as solearbitrator unless the other party appoints its ownarbitrator and gives notice that it has done so within the14 days specified. If the other party does not appoint itsown arbitrator and give notice that it has done so withinthe 14 days specified, the party referring a dispute toarbitration may, without the requirement of any furtherprior notice to the other party, appoint its arbitrator assole arbitrator and shall advise the other partyaccordingly. The award of a sole arbitrator shall bebinding on both parties as if he had been appointed byagreement.Nothing herein shall prevent the parties agreeing inwriting to vary these provisions to provide for theappointment of a sole arbitrator.In cases where neither the claim nor any counterclaimexceeds the sum of US$50,000 (or such other sum asthe parties may agree) the arbitration shall be conductedin accordance with the LMAA Small Claims Procedurecurrent at the time when the arbitration proceedingsare commenced.

* (b) This Charter Party shall be governed by andconstrued in accordance with Title 9 of the United StatesCode and the Maritime Law of the United States andany dispute arising out of or in connection with thisCharter Party shall be referred to three persons at NewYork, one to be appointed by each of the parties hereto,

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and the third by the two so chosen; their decision orthat of any two of them shall be final, and for thepurposes of enforcing any award, judgement may beentered on an award by any court of competentjurisdiction. The proceedings shall be conducted inaccordance with the rules of the Society of MaritimeArbitrators, Inc.In cases where neither the claim nor any counterclaimexceeds the sum of US$50,000 (or such other sum asthe parties may agree) the arbitration shall be conductedin accordance with the Shortened Arbitration Procedureof the Society of Maritime Arbitrators, Inc. current atthe time when the arbitration proceedings arecommenced.

* (c) This Charter Party shall be governed by andconstrued in accordance with the laws of the placemutually agreed by the parties and any dispute arisingout of or in connection with this Charter Party shall bereferred to arbitration at a mutually agreed place, subjectto the procedures applicable there.(d) Notwithstanding (a), (b) or (c) above, the partiesmay agree at any time to refer to mediation anydifference and/or dispute arising out of or in connectionwith this Charter Party.In the case of a dispute in respect of which arbitrationhas been commenced under (a), (b) or (c) above, thefollowing shall apply:(i) Either party may at any time and from time to

time elect to refer the dispute or part of the disputeto mediation by service on the other party of awritten notice (the “Mediation Notice”) calling onthe other party to agree to mediation.

(ii) The other party shall thereupon within 14 calendardays of receipt of the Mediation Notice confirm thatthey agree to mediation, in which case the partiesshall thereafter agree a mediator within a further14 calendar days, failing which on the applicationof either party a mediator will be appointedpromptly by the Arbitration Tribunal (“the Tribunal”)or such person as the Tribunal may designate forthat purpose. The mediation shall be conductedin such place and in accordance with suchprocedure and on such terms as the parties mayagree or, in the event of disagreement, as may beset by the mediator.

(iii) If the other party does not agree to mediate, thatfact may be brought to the attention of the Tribunaland may be taken into account by the Tribunalwhen allocating the costs of the arbitration asbetween the parties.

(iv) The mediation shall not affect the right of eitherparty to seek such relief or take such steps as itconsiders necessary to protect its interest.

(v) Either party may advise the Tribunal that they

have agreed to mediation. The arbitrationprocedure shall continue during the conduct ofthe mediation but the Tribunal may take themediation timetable into account when setting thetimetable for steps in the arbitration.

(vi) Unless otherwise agreed or specified in themediation terms, each party shall bear its owncosts incurred in the mediation and the partiesshall share equally the mediator’s costs andexpenses.

(vii) The mediation process shall be without prejudiceand confidential and no information or documentsdisclosed during it shall be revealed to the Tribunalexcept to the extent that they are disclosable underthe law and procedure governing the arbitration.

(Note: The parties should be aware that the mediationprocess may not necessarily interrupt time limits.)If Box 34 in PART I is not appropriately filled in, sub-clause 34(a) of this Clause shall apply. Sub-clause (d)shall apply in all cases.

* Sub-clauses 34(a), 34(b) and 34(c) are alternatives;indicate alternative agreed in Box 34.

35. Notices(a) All notices given by either party or their agents tothe other party or their agents in accordance with theprovisions of this Charter Party shall be in writing.(b) For the purposes of this Charter Party, “in writing”shall mean any method of legible communication. Anotice may be given by any effective means including,but not limited to, cable, telex, fax, e-mail, registered orrecorded mail, or by personal service.

36. HeadingsThe headings of this Charter Party are for identificationonly and shall not be deemed to be part hereof or betaken into consideration in the interpretation orconstruction of this Charter Party.

37. SeveranceIf by reason of any enactment or judgement anyprovision of this Charter Party shall be deemed or heldto be illegal, void or unenforceable in whole or in part,all other provisions of this Charter Party shall beunaffected thereby and shall remain in full force andeffect.

38. Entire AgreementThis Charter Party, including all Annexes referencedherein and attached hereto, is the entire agreement ofthe parties, which supersedes all previous written ororal understandings and which may not be modifiedexcept by a written amendment signed by both parties.

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ANNEX "A" to Time Charter Party for Offshore Service VesselsCODE NAME: SUPPLYTIME 2005

VESSSEL SPECIFICATION

1. General

(a) Owner: Name: __________________________________

Address: ________________________________

(b) Operator: Name: __________________________________

Address: ________________________________

(c) Vessel’s Name: ___________ Builder: _________________

(d) Year built: _______________________________________

(e) Type:____________________________________________

(f) Classification and Society: ___________________________

(g) Flag: ____________________________________________

(h) Date of next scheduled drydocking: ____________________

2. Performance

(a) Certified Bollard Pull (Tonnes) ________________________

(b) Speed/Consumption (Non-Towing)

(Approx. Daily Fuel Consumption) (Fair Weather)

Max Speed: __________ Kts (app.) ______________ Tonnes

Service Speed: ________ Kts (app.) ______________ Tonnes

Standby (main engines secured)Tonnes

(c) Approx. Towing/Working Fuel Consumption

Engine Power 100% _________________ Tonnes

(d) Type(s) and Grade(s) of Fuel Used: ____________________

3. Dimensions and Capacities/Discharge Rates

(a) L.O.A. (m): ______ Breadth (m): ______ Depth (m): ______

Max Draught (m): __________________________________

(b) Deadweight (metric tons): ___________________________

Discharge Rate

(c) * Cargo Fuel max (m3): ______________ /hr at ______ head

(d) * Drill Water max (m3): ______________ /hr at ______ head

(e) Potable Water (m3): ________________ /hr at ______ head

(f) Dry Bulk (cu.m): _____ in Tanks ______ /hr at ______ head

(g) Liquid Mud (cu.m): _________________ /hr at ______ head

(max. SG) ________________________________________

State type of recirculation system i.e.

mechanical agitation, centrifugal pumps etc. _____________

________________________________________________

(h) Cargo Deck Area (m2): ________ Capacity (m.t.): ________

Lenght (m) x Breadth (m): ___________________________

Load Bearing Capacity ______________________________

(i) Heavy Weight Brine (cu.m): __________________________

(max. SG) ______________________ /hr at ________ head

* Multipurpose Tanks yes/no: ____________________________

4. Machinery

(a) BHP Main Engines: ________________________________

(b) Engine Builder: ____________________________________

(c) Number of Engines and Type: ________________________

(d) Generators: ______________________________________

________________________________________________

________________________________________________

(e) Stabilisers: _______________________________________

(f) Bow Thruster(s): ___________________________________

(g) Stern Thruster(s): __________________________________

(h) Propellers/Rudders: ________________________________

(i) Number and Pressure Rating of Bulk Compressors:

________________________________________________

(j) Fuel Oil Metering System: ___________________________

5. Towing and Anchor Handling Equipment

(a) (i) Stern Roller (Dimensions): _______________________

(ii) Anchor Handling/Towing Winch: ___________________

(iii) Rig Chail Locker Capacity (linear feet of

3 in. Chain): __________________________________

(iv) Tugger Winches: _______________________________

(v) Chain Stopper Make and Type: ___________________

(b) (i) Towing Wire: __________________________________

(ii) Spare Towing Wire: _____________________________

(iii) Work Wire: ___________________________________

(iv) Spare Work Wire: ______________________________

(v) Other Anchor Handling Equipment

(e.g. Pelican Hooks, Shackles, Stretchers etc.): _______

____________________________________________

____________________________________________

6. Radio and Navigation Equipment

(a) Radios

Single Side Band: __________________________________

VHF: ____________________________________________

Satcom: _________________________________________

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(b) Electronic Navigation Equipment: _____________________

________________________________________________

(c) Gyro:____________________________________________

(d) Radar:___________________________________________

(e) Autopilot: ________________________________________

(f) Depth Sounder: ___________________________________

7. Fire Fighting Equipment

(a) Class (FF1, FF2, FF3, other): _________________________

(b) Fixed: ___________________________________________

(c) Portable: _________________________________________

8. Accommodation

(a) Crew: _______________ (b) Passengers: ______________

9. Galley

(a) Freezer Space (m3): ________________________________

(b) Cooler (m3): ______________________________________

10. Additional Equipment

(a) Mooring Equipment: ________________________________

________________________________________________

(b) Joystick: _________________________________________

(c) Other: ___________________________________________

________________________________________________

11. Standby/Survivor Certificate Yes/No

Nos: _______________________________________________

continued ANNEX "A"

VESSSEL SPECIFICATION

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ANNEX "B" to Time Charter Party for Offshore Service VesselsCODE NAME: SUPPLYTIME 2005

INSURANCE

Insurance policies (as applicable) to be procured andmaintained by the Owners under Clause 17:

(1) Marine Hull Insurance. - Hull and Machinery Insurance shall be provided with limits equal to those normally carried by theOwners for the Vessel.

(2) Protection and Indemnity (Marine Liability) Insurance. -Protection and Indemnity (P&I) or Marine Liability Insurance with coverage equivalent to the cover provided by members of theInternational Group of Protection and Indemnity Associations with a limit of cover no less than USD …….. for any one event.The cover shall include liability for collision and damage to fixed and floating objects to the extent not covered by the insurancein (1) above.

(3) General Third Party Liability Insurance. - To the extent not covered by the insurance in (2) ABOVE, Coverage shall be for:Bodily Injury ................................................................... per personProperty Damage ........................................................... per occurrence.

(4) Workmen’s Compensation and Employer’s Liability Insurance for Employees. -To the extent not covered in the insurance in (2) above, covering Owners’ employees and other persons for whom Owners areliable as employer pursuant to applicable law for statutory benefits as set out and required by local law in area of operation orarea in which the Owners may become legally obliged to pay benefits.

(5) Comprehensive General Automobile Liability Insurance. -Covering all owned, hired and non-owned vehicles, coverage shall be for:Bodily Injury ................................................................... According to the local law.Property Damage ........................................................... In an amount equivalent to _______single limit per occurrence.

(6) Such other insurances as may be agreed.

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