标准新造船合同(上海格式 中英文 上部分)

标签:
造船合同杂谈 |
分类: 制造加工安装维保 |

STANDARD NEW-BUILDING CONTRACT
CHINA MARITIME ARBITRATION COMMISSION (CMAC)
第一节 船舶SECTION 1 VESSEL
第一条 概述 Article I Description
第二条 船级、规范和规定Article II Classification, Rules and Regulations
第三条 设计—设计合同的责任Article III Design-Liability in the Design Contract
第四条
环境保护
第二节 财务SECTION 2 FINANCIAL
第五条 合同价格和支付条件Article V Contract Price &Terms of Payment
第六条
合同价格的调整
第七条 税务和关税Article VII Taxes and Duties
第三节 生产SECTION 3 PRODUCTION
第八条
图纸的审批和认可
第九条 监造和检验Article IX Supervision and Inspection
第十条
分包
第十一条买方供应品
第十二条修改、变更和加减账
第十三条试航Article XIII Sea Trials ·
第四节 交船SECTION 4 DELIVERY
第十四条交船和交船文件Article XIV Delivery and Delivery Documents
第十五条交船时间的推迟和延长(不可抗力)
Article XV Delays&Extension of Time for Delivery(Force Majeure)
第十六条产权和风险
第十七条船舶的拥有和驶离Article XVII Possession and Removal of Vessel
第十八条船舶登记
第十九条质量保证
第二十条保修期和保证工程师Article XX Guarantee Period and Guarantee Engineer
第五节 法律SECTION 5 LEGAL
第二十一条适用法律
第二十二条买方违约
第二十三条建造方违约Article XXIII Builder,s Default
第二十四条合同转让
第二十五条船舶留置和抵押Article XXV Lien and Mortgage of the Vessel
第二十六条
争议解决和仲裁
第二十七条合同中止和终止
第二十八条保险
第二十九条专利、商标和版权
II
第六节 杂项SECTION 6 SUNDRY
第三十条通知和语言
第三十一条选择权Article XXXI Option
第三十二条合同生效条件和日期
第三十三条完整的合同文件
ANNEXES
附件A 建造方不可撤消的还款保函
ANNEX A Builder’s Irrevocable Letter of Refund Guarantee
附件B
买方第二、第三、第四期不可撤消的付款保函
ANNEX B Buyer’s Irrevocable Letter of Guarantee on the Second, Third and Fourth Installments
附件C
技术说明书
附件D
总布置图和舯剖面图
附件E
厂商表
附件F 合同要素综合表(CMAC 标准新造船合同简易版)
ANNEX F Comprehensive Table for the Contract’s Element·
(船号:HULL NO: )
本合同由依据(此处写以国家或地区名称)法律组建和营业,并以(此处写以国家和城市名称)为注册营业地的(此处写以船东单位全称)为一方(以下简称“买方”或“委托方”),和依据中华人民共和国法律组建和营业,以中国(若有,此处写以船舶贸易公司的注册地)为注册营业地的(此处写以船舶贸易公司全称),和依据中华人民共和国法律组建和营业,并以中国(此处写以造船公司或造船厂的注册地)为注册营业地的(此处写以造船公司或造船厂的全称)为另一方(以下简称“卖方”或“建造方”)于_____年______月_____日在(此处写以签订地所在的国家和城市的名称)签订。
THIS CONTRACT, is made this (date) day of (month), (year), by and between, (full name of the
BUYER), a corporation organized and existing under laws of (country or area of the BUYER), having its principal office at (country or city), as one party (hereinafter called the “BUYER” or
Principal”), and (full name of the shipbuilding trading company) a corporation organised and existing under laws of P.R. China, having its principal office at P.R. China as well as (full name of the shipbuilder) a corporation organized and existing under laws of P.R. China, having its 10principal office at P.R. China, together as the other party (hereinafter called the “SELLER” or
“BUILDER”).
兹证明WITNESSTH:
鉴于本合同所含的双方约定,卖方同意在卖方的造船厂设计建造、装配、下水、完成(此处写以船型名称和艘数)船,并在完工和试航成功后出售给买方,本船具体技术规格要求将在本合同第一条中予以说明。本船将悬挂(此处写以船旗国的名称)旗。买方同意向卖方购买和接收前述船舶,并根据以下条款中所述金额付款。
In consideration of the mutual covenants contained herein, the SELLER agrees to design, build ,equip, launch and complete at the SELLER’s shipyard and to sell to the BUYER after accomplishment and successful trial of (type, name and number of the vessels), The technical Specifications will be described in Article I of the Contract. The VESSEL will be registered under the flag of (name of flag country). The BUYER agrees to purchase and take delivery of the aforesaid VESSEL from the SELLER and to pay for the same in accordance with the terms and
conditions hereinafter set forth.
第一节
第一条
1.
本船应在卖方或其确定的造船厂建造,并具有造船厂的船舶工程编号_______。
The Vessel shall be constructed at SELLER’s shipyard or the shipyard specified by the SELLERS
2.
本船按照下述主要技术文件进行建造、装配和完成:
The VESSEL shall be constructed, equipped and completed in accordance with the following principal technical documentation:
(1)
(2)
(3)
(4)
3.
根据技术说明书的规定,本船主要技术参数如下:
The principal technical parameters of the VESSEL as per the Specifications are as below:
(1)
总长
型宽
型深
设计吃水
航速
载重量
(2)
本船按技术说明书规定应配置_____台主机,型号为______,最大持续功率为______kW,额定转速为_____rpm。本船主要技术参数应根据技术说明书的规定进行界定、测量和认可。
The VESSEL shall be equipped, in accordance with the Specifications, with set (s) of Main Engine of type with MCR kW and rated revolution rpm. The technical parameters of the VESSEL shall be defined, measured, and approved in accordance with the “Specifications”:
4.
(1)
建造方保证按技术说明书的规定,本船应在满载并符合气象要求和船体外表洁净度条件下,经修正后的试航速度不低于________kn。试航速度应根据技术说明书的有关规定对风速及潜水效应进行修正。
The Builder guarantees that the trial speed, after correction, is to be not less than nautical miles per hour on the trial condition of the weather and clean hull as stipulated in the Specifications. The speed shall be corrected for wind speed and shallow water effect with the method as specified in the Specifications.
(2)
本合同使用的“载重量”一词,应符合技术说明书中的有关定义。
建造方保证合同本船的载重量在设计吃水,水比重1.025(或1.000)t/m3的情况下,不少于_________公吨(t)。
The term, “Deadweight”, as used in the Contract, shall be as defined in the Specifications. The Builder guarantees that the VESSEL is to have a deadweight of not less than metric tons at the designed loaded draft of meters in sea water of 1.025t/ m3 specific gravity.
(3)
建造方保证按技术说明书的规定,本船的实测舱容量不少于________m3。
The Builder guarantees that the VESSEL’s actual hold capacity is to be not less than m3 as specified in the Specifications.
(4)
建造方保证本船主机在台架试验、正常持续输出工况以及燃油热值为________千卡/千克时,燃油消耗不超过_______克/马力。
The Builder guarantees that the fuel oil consumption of the Main Engine at shop test is not to exceed grams/brake horse power/hour at normal continuous output at shop trial based on diesel fuel oil having a lower calorific value of kilocalories per kilogram.
(5)
如建造方和买方对此测量有所分歧,经双方同意,可请入级船级社组织复核。入级船级社复核的结果和决定应是终局的,对双方均有约束力。
The actual speed, deadweight,hold capacity and fuel oil consumption of the VESSEL shall be measured by the BUILDER in the presence of the BUYER’s supervisor(s) or the Representative authorized by the BUYER for purpose of confirmation or approval.
Should there be any dispute between the BUILDER and the BUYER in such measurements, Classification Society shall be appointed to make remeasurements subject to the agreement by both parties. The result made by the Classification Society shall be final and binding to both parties.
第二条
1.
The VESSEL, including its design construction inspection test and delivery shall conform to the rules ,regulations and the conventions of (herein insert the “Classification Society”). and shall obtain the class notation of and shall also meet the requirements of the regulations and the rules of the flag authorities as below:
(1)
The regulations and the rules having becoming effective on the date of the signing date of signing of the Contract, or
(2)
The
regulations and the rules which have not been effective while have
been officially
2.
All the laws rules and regulations of the authorities shall be final and binding upon the parties hereto.
3.
在建造本船过程中所使用的关键图纸、材料和技术,无论何时均需按照技术说明书规定的船级社规范和规则进行检验和试验。
All fees and charges incidental to Classification and to comply with the rules, regulations and requirements of the Contract as described in the Specifications as well as royalties, if any, payable on account of the construction of the VESSEL shall be for the account of the BUILDER, except as otherwise provided and agreed herein. The key plans, materials and workmanship entering into the construction of the VESSEL shall at all times be subject to inspections and tests in accordance with the rules and regulations of the Classification Society.
第三条
ARTICLE Ⅲ DESIGN—LIABILITY IN THE DESIGN CONTRACT
船舶设计是根据船东对船舶的要求——设计任务书,由船舶设计单位来完成的,船舶的性能和各项技术指标(航区和航线、船型、用途、船籍和船级、动力装置、航速和功率储备、续航力和自持力、载重量、舱容量、生活设施等),以及满足船级社规范和有关当局的规定主要取决于设计工作。为了保证设计质量,明确责任,双方必须签订设计合同。
如本船的设计由船东指定的国外_____设计公司提供,船东就必须与其指定的设计公司签订设计合同,建造方再和_______设计公司签订设计分包合同,完成本船的详细设计和生产设计。在这种情况下,建造方对本合同中由于船舶设计而引起的船舶缺陷和错误,以及不能满足有关规范和规定而造成的航速、载重量、舱容量不足、油耗过量等不承担任何责任;由于船舶设计的图纸拖延而造成的交船期延长也不承担任何责任。
如本船的设计是由建造方联系的设计单位来做,设计合同就由建造方与该设计单位进行签订。在这种情况下,建造方对本合同中由于船舶设计而引起的船舶缺陷和错误,以及不能满足有关规范和规定而造成的航速、载重量、舱容量不足、油耗过量等承担责任,由于船舶设计的图纸拖延而造成的交船期延长也应承担责任,
The design of the VESSEL shall be carried out by a design company in accordance with the Design Specifications based on the requirements of the BUYER. The design shall determine the performance and technical parameters of the VESSEL (including navigation areas and shipping course, ship type, trading purpose, nationality and class, propelling equipment, speed and reserved power, endurance, deadweight, hold capacity and accommodation facilities), as well as compliance with the rules and regulations of CLASSIFICATION SOCIETY and relevant authorities. A design contract shall be executed by the PARTIES for quality assurance and clarification of the obligations. If the BUYER assigns design company from outside of China to design the VESSEL the BUYER shall enter into a design contract with this design company. Thereafter, the BUILDER enters into a subcontract with (the design company) for the detailed design and workshop design. In such event, the BUILDER shall undertake responsibility neither for any defect of the VESSEL and mistake arising from the design, or any deficiency of speed, deadweight, fuel oil consumption and hold capacity due to non-compliance with the relevant regulations and rules, nor for any extension of the Delivery Time of the VESSEL due to the delay
3.16in the delivery of the drawings. If the design company is assigned by the BUILDER, the design contract shall be signed between the BUILDER and this design company. In such event, the BUILDER shall undertake responsibility for any defect of the VESSEL and mistake arising from the design, or any deficiency of speed, deadweight, fuel oil consumption and hold capacity due to non-compliance with the relevant regulations and rules, and for any extension of the Delivery Time of the VESSEL due to the delay in the delivery of the drawings.
第四条
1.
建造方根据国际海事组织(IMO)关于拆船公约的决议,及合同签订日前生效的修订条款,应当:
(1)
(2)
(3)
The
BUILDER shall, in accordance with the IMO Guidelines on Ship
Recycling, with
(3) Minimizing the use of the materials which have been known to be potentially hazardous to human health and the environment.
根据买方的要求,建造方应与设备生产厂商磋商为买方提供一份由船级社签发的绿色环保证书的符合声明,包括船舶编号和主要船舶规范,以及任何和全部已知的在建造中利用的设备和系统中使用的有害物质的信息。
有潜在危害物质清单应包含船上的每种已使用的材料的位置和数量/容积等。
In consultation with equipment manufactures, the BUILDER will provide the Buyer with a Green Passport Statement of Compliance issued by the Classification Society containing information including the Vessel’s hull number and main particulars and listing any and all equipment and systems having been known to be potentially hazardous utilized in the construction of the Vessel. The list of the materials which are potentially hazardous shall contain the location and the approximate quantity/volume of each material on board of the Vessel.
2.
船舶双舷侧部位和专门的海水压载舱应根据技术说明书的要求进行特涂。涂层标准应符合船级社和主管当局的法规、规范、规则和要求。
The Vessel’s double-side skin spaces and dedicated seawater ballast tanks shall be coated in accordance with the Specifications. The Protective Coating Standard should be in compliance with the applicable laws, regulations, rules and requirements of the Classification Society and the Regulatory Authorities.
3.
如买方要求,建造方应在厂商表和技术说明书中列出本船所有主要设施的原产地。
so requested by the Buyer, the BUILDER shall identify the country of origin of the main components listed in the Maker’s List and Specifications.
第二节
第五条
1.
本船的购买价为(数额和币种)(__________),这是建造方应收的净价(以下简称“合同价格”),此价格不包括本合同第十一条规定的由买方提供的供应品,并可按本合同第六条的有关规定予以调整。
The purchase price of the Vessel is (Amount and Currency, hereinafter called the “Contract Price”), net receivable by the BUILDER which is exclusive of the BUYER’s Supplies as provided in rticle XI hereof, and shall be adjusted subject to Article VI under the Contract.
2.
本合同项下买方向建造方支付的各期款项均应为(币种及符号)。
Any and all payments by the BUYER to the BUILDER under the Contract shall be made in (Currency and Symbol).
3.
本船合同价格应由买方按以下分期付款向建造方支付(以下陈述拟以美元支付为例,若采用其他币种支付,按照同样原则处理):
(1)
(2)
(3)
(4)
(5)
(6)
The Contract Price shall be paid by the BUYER to the BUILDER in installments as follows:
(1) The 1st Installment: The sum of United States Dollars (USD ), representing percent ( %) of the Contract Price, shall become due and payable and be paid by the BUYER concurrently within three (3) working days after the BUILDER issued the Letter of Refund Guarantee.
(2) The 2nd Installment: The sun of United States Dollars (USD ), representing percent ( %) of the Contract Price, shall become due and payable and be paid within three (3) business days after the cutting of the first steel plate of the Vessel.
(3) The 3rd Installment: The sun of United States Dollars (USD ), representing percent ( %) of the Contract Price, shall become due and payable and be paid within three (3) business days after keel-laying of the first section of the Vessel.
(4) The 4th Installment: The sun of United States Dollars (USD ), representing percent ( %) of the Contract Price, shall become due and payable and be paid within three (3) business days after launching of the Vessel.
(5) The 5th Installment: The sun of United States Dollars (USD ), representing percent ( %) of the Contract Price plus any increase or minus any decrease due to modifications and/or adjustments to the Contract Price in accordance with provisions of the relevant Article hereof, shall become due and payable and be paid by the BUYER to the BUILDER on date of delivery of the Vessel. The BUILDER shall send to the BUYER an email or facsimile demand for this installment ten (10) days prior to the scheduled date of delivery of the Vessel.
(6) The 6th Installment: The sun of United States Dollars (USD ), representing percent ( %) of the Contract Price shall be paid within three (3) working days after the expiration of the guarantee period of the Vessel.
4.
(1)
(2)
(3)
(4)
(5)
如本船未能在预定日交船,则买方有权决定在存款期满时取出或不取出存款及其利息。如此后建造方确定了新的交船日期并书面通知了买方,则买方仍应按照以上程序处理。
(6)
本合同双方之间不论发生任何性质的争议或分歧,除本合同另有约定外,买方不得延付或拒付各期进度款项。
(1) 1st Installment:The BUYER shall remit the amount of this installment to the receiving bank nominated by the BUILDER (to name the bank here), for credit to the account of the BUILDER, within three (3) business days after receiving notice in writing from the BUILDER which should also be confirmed and signed by the BUYER’s authorized representative (same as below)regarding effectiveness of the Contract.
(2) 2nd Installment: The BUYER shall remit the amount of this installment to the receiving bank nominated by the BUILDER, for credit to the account of the BUILDER, within three (3) business days after receiving notice in writing from the BUILDER regarding cutting steel of the Vessel.
(3) 3rd Installment: The BUYER shall remit the amount of this installment to the receiving bank nominated by the BUILDER, for credit to the account of the BUILDER, within three (3) business days after receiving notice in writing from the BUILDER regarding keel-laying of the Vessel.
(4) 4th Installment: The BUYER shall remit the amount of this installment to the receiving bank nominated by the BUILDER, for credit to the account of the BUILDER, within three (3) business days after receiving notice in writing from the BUILDER regarding launching of the Vessel.
(5) 5th
Installment (Payable upon delivery of the Vessel):
6) The 6th Installment: The BUYER shall remit the amount of this installment to the receiving bank nominated by the BUILDER, for credit to the account of the BUILDER within three (3) working days after receipt of the notice from the BUILDER stating the expiration of the guarantee period of the Vessel.
5.
买方有责任在本船交船前支付任何预付款,并至少应在三十(30)个日历日前,书面通知建造方预付款项,此预付款项不包括本船的任何价格调整。
The BUYER
shall have the obligation to make prepayment of any and all
installments before delivery of the Vessel, by giving to the SELLER
at least thirty (30) calendar days prior notice in
6.
SECURITY FOR PAYMENT OF INSTALLMENTS BEFORE DELIVERY:
买方应在本合同签署时向建造方提交一份由一流国际银行(以下称“保证人”)签发符合附件“B”格式的以建造方为受益人,并为建造方银行和建造方认可的不可撤销、无条件的执行保函,此保函保证买方履行支付合同价的第二、第三和第四期款项的义务。如交船期推迟或延长,则买方对付款保函的有效期也可相应延长。
The BUYER
shall, concurrently when the Contract being signed, deliver to the
BUILDER an
7.
买方在本船交船前支付的所有款项都具有预付款的性质。如买方解除或取消合同,并符合合同规定的和法律规定的解除及取消合同的条款时,建造方则需按买方指定的账户退还买方按本合同付给建造方的全部进度款项,其中包括从电汇付款日开始到还款日为止的利息(利息根据有关条款的规定)。
建造方应该在合同签订日同时向买方提交由(此处写以银行全称)签发的与附件“A”格式一致的还款保函,作为对买方的保证。
All payments made by the BUYER prior to delivery of the Vessel shall be in the nature of advance to the BUILDER, and in the event the Contract is rescinded or canceled by the BUILDER, all in accordance with the specific terms of the Contract permitting such rescission or cancellation, the BUILDER shall refund to the BUYER the full amount of all sums already paid by the BUYER to the BUILDER under the Contract, together with interest (at the rate set out in respective provision thereof) from the respective payment date(s) to the date of remittance by telegraphic transfer of such refund to the account specified by the BUYER. As security to the BUYER, the BUILDER shall deliver to the BUYER, concurrently with the Contract being signed, a Refund Guarantee to be issued by (to name bank here) in the form as per ANNEX “A” annexed hereto.
第六条
本船的合同价格可在下列两种情况下予以调整,其一是本船实际建造要素和技术说明书中的规定有所差别,其二是外部市场条件与签约时有所变化。双方一致同意,本条款所谓本船实际建造要素是指航速、载重量、舱容量、主机燃油消耗、交船期和其他项目,本条款所谓外部市场条件是指主要原材料、设备的价格和汇率。双方一致认为,所谓合同的价格的调整是指合同价格的增加或减少。双方一致理解,这种合同价格的调整是指合同价格的补偿而不是罚款。
本条款以下部分的陈述拟对上述各项建造要素的差别和外部市场条件的变化分别作出具体补偿规定。
The
Contract Price of the VESSEL shall be adjusted subject to (1) the
actual technical particulars
This Article specifies the amount of liquidated damages for the deficiency of abovementioned technical particulars and changes in the market as below.
1.
(1)
(2)
(1) If the
reduction of the speed (as determined by the sea trial after
correction according to the
(2)
However, if the reduction of the speed is greater than or equal to
three-tenths (3/10) of one
(3)
If the
reduction in speed is greater than 1 knot below the guaranteed
speed, the BUYER shall
(4)
The BUILDER shall be entitled to carry out further sea trials after correcting the defects which result in the speed reduction to achieve the guaranteed speed as specified in the Specification.
(5)
航速超过在3/10(0.3)节以内,则合同价格可不作调整。
其后每超过1/10(0.1)节,合同价格增加USD____,但最大增加额不得超过____美元(USD____)。
If the actual speed is more than the guaranteed speed as specified in the Specification, the BUYER shall provide bonus to the BUILDER as below method:
If the increase of the speed is less than three-tenths (3/10) of one knot more than the guaranteed speed, there shall be no adjustment of the Contract Price. Thereafter the Contract Price shall be increased by USD for each one-tenths (1/10) of one knot more than the guaranteed speed, but the maximum amount shall not be more than United States Dollars (USD ).
2.
(1)
(2)
(3)
(4)
(3) If the reduction in the VESSEL’S actual deadweight is greater than metric tons below the guaranteed deadweight, the BUYER may, at its option, reject the VESSEL or cancel the Contract in accordance with the provisions of Article XVII of the Contract, or may accept the VESSEL with reduction in the Contract Price up to the maximum amount of United States Dollars (USD ).
(4) If the increase of actual deadweight of the VESSEL at design draft determined in accordance with the Specifications is less than 102% of the guaranteed deadweight ( metric ton), there shall be no adjustment of the Contract Price, while the Contract Price shall be increased by the sum of United States Dollars (USD ) for each full metric ton of such increase being more than 102% of the guaranteed deadweight ( ) metric tons. But the maximum amount increased shall not be more than United States Dollars (USD ).
3.
(1)
(2)
(3)
(4)
(1) If the actual hold capacity of the VESSEL is not less than 98% of the guaranteed hold capacity as specified in the Specification, there shall be no adjustment of the Contract Price.
(2) If the actual hold capacity of the VESSEL is less than 98% of the hold capacity as specified in the Specification, then for each full cubic meter thereafter below the hold capacity, the Contract Price shall be reduced by the sum of USD for each full cubic meter as liquidated damages up to a maximum amount United States Dollars (USD ) (fractions of one percent to be prorated).
(3) If the reduction of the VESSEL’S actual hold capacity is greater than below the hold capacity as specified in the Specification, the BUYER may reject the VESSEL or cancel the Contract.
(4) If the
actual hold capacity of the VESSEL is more than 102% of the hold
capacity as specified in the Specification, then for each full
cubic meter thereafter above the hold capacity, the
4.
(1)
(2)
(3)
(4)
(5)
(1) If the
actual fuel consumption of the Main Engine, as determined on the
test bed is equal to or
(2)
However, if the actual fuel consumption as determined by the test
bed is greater than five
(3) If as
determined by test bed such actual fuel consumption of the Main
Engines is greater than
5.
(1)
There
shall be no adjustment of the Contract Price for the first thirty
(30) days of delay in
(2)
除非双方另有商定,对延迟交船损失的补偿应从第五期合同价格的分期款项中扣除。但不论如何,最大延迟天数不应超过_____天包括买方同意在延迟_____天后接船,即扣除的最大额不超过________美元(USD________)。
If the
delivery of the VESSEL is delayed more than thirty (30) days after
the Delivery Date as
(3)
If the delay in the delivery exceeds ( ) days (being the total of permissible and non-permissible Delays) after the Delivery Date as defined in Article XIV, in such event, the BUYER may, at its option, terminate or cancel the Contract in accordance with the provisions of Article XIII. The BUILDER may at any time after the expiration of the aforementioned days, if the BUYER has not served notice of cancellation pursuant to Article X, notify the BUYER of the date upon which the SELLER estimates the VESSEL will be ready for delivery and demand in writing that the BUYER make an election, in which case the BUYER shall, within thirty (30) days after such demand is received by the BUYER, either notify the SELLER of its decision to cancel the Contract, or consent to take delivery of the VESSEL at an agreed future date, it being understood and agreed by the parties hereto that, if the VESSEL is not delivered by such future date, the BUYER shall have the same right of cancellation upon the same terms, as herein provided.
(4)
The delivery of the VESSEL shall not be deemed delayed and the Contract Price shall not be reduced for any period when the Delivery Date of the VESSEL is extended by reason of causes and provisions of Articles XI, XIII. The Contract Price shall not be adjusted or reduced if the delivery of the VESSEL is delayed by reason of permissible delays as defined in Article XV hereof.
(5)
如在规定交船日前十五(15)天内交船,合同价格保持不变。如比规定交船日期提前十五(15)天以上交船,在提前十五天的基础上,每提前一天,在合同价格上增加_____美元(USD_____)作为奖金,由提前交船而增加的合同价总数应在合同的第五期付款中。但增加的最大值不超过________美元(USD_____)。
实际交船期是在本合同第十四条规定的交船期之后,允许的延迟交船期之前,建造方无权得到本条5(5)款规定的奖金。
If the
delivery of the VESSEL shall be made earlier than the Delivery Date
as stipulated in Article XIV, the BUILDER shall notify the BUYER
and that such notification shall be given not less than ( ) days
prior to the newly planned delivery date. A certain amount of bonus
shall be given by the BUYER to the BUILDER as follows: In the event
that the delivery shall be made within fifteen (15) days earlier
than the Delivery Date, the Contract Price shall remain unchanged.
In the event that the delivery shall be made more than fifteen (15)
days earlier than the specified Delivery Date, then a bonus shall
be added to the Contract Price at a rate of United States Dollars
Only (USD ) per day for each full day earlier than the fifteenth
(15th) day prior to the Delivery Date. The total increase of the
Contract Price for the earlier delivery shall be added to the fifth
instalment of the Contract Price. While the maximum amount
increased shall not be more than United States Dollars
Only
If the actual delivery time is after the Delivery Date as specified in Article XIV and before the permissible extended delivery date, the BUILDER shall not be entitled to be given bonus as specified in above paragraph 5 (5).
(6)
在此情况下,为了确定对买方的违约赔偿(根据本条第1款(1))和买方取消本合同的权利(根据本条1(3)款),建造方新确定的交船日在任何情况下不应视为替代本合同第十四条规定的原交船期。买方的上述违约索赔和取消合同的权利仍按本合同第十三条4(1)、4(2)和4(3)款的范围内执行。无论如何,第十四条所述的交船日期(而不是建造方确定的新的预计交船日期)应视为买方有权违约索赔和解除本合同和建造方由于延迟交船违约赔偿责任的期限,如本条5(1)、5(2)、5(3)款所述。
如建造方实际上是在新的计划交船日之后但在第十四条规定的交船日之前交船,建造方仍可以按照本条5(5)款规定获得奖金。
In the
event that the BUILDER is unable to deliver the VESSEL on the newly
planned delivery date as declared, the VESSEL can, nevertheless, be
delivered by the BUILDER at a date after such declared newly
planned date. In such circumstances, and for the purpose of
determining the liquidated damages to the BUYER
If the actual delivery time is after the declared newly planned date and before the Delivery Date as specified in Article XIV, the BUILDER shall be entitled to be given bonus as specified in above paragraph 5 (5).
6.
本款所谓的主要原材料和设备是指合同船舶的钢材和主推进设备。
本合同中的合同价格是基于签约时的钢材和主推进设备的市场价格(基础价格)确定的。如该基础价格与建造方和供应方签署的购买合同的实际购买价格的差额高于基础价格的____%,超出部分的差额将由本合同的双方共同承担,其中建造方承担___%,买方承担___%。为避免日后产生争议,双方或可在签约时对照基础价格予以明确,并以附件形式附后。
The major materials and equipment referred in this paragraph refer to steels and main propulsion
equipment. The Contract Price of this VESSEL is determined by the market price (basic price) of steels and main propulsion equipment when signing the Contract. If the price difference between the actual purchase price contracted between the BUILDER and the suppliers is % higher than the basic price, the price difference shall be shared by both parties with the BUILDER undertaking % and the BUYER undertaking %.
7.
本船建造周期相对较长,为了防止美元(USD)与人民币(RMB)之间的汇率变动而引起双方的经济变化,双方同意以船舶合同签字日由中国银行公布的汇率牌价为基准,在以后的船舶合同中规定的付款日期时的汇率变动由合同双方各承担50%。汇率变动的最大限额应不超过合同船价的2%,超过部分由买方承担。
As the construction will last for a long time and the fluctuation of the exchange rate between USD and RMB may cause relevant financial changes of the parties, it is agreed that the exchange rate published by Bank of China on the date when the Contract signed will be deemed as a reference, any price difference due to the fluctuation when paying each installment should be shared by 50% by each party. The maximum of the exchange rate fluctuation shall not exceed 2% of the Contract Price, the part more than 2% should be borne by the BUYER.
8.
设置本款的作用是为了某些特种船型的特殊技术要求项目留有前瞻性的余地,以便在这种项目的技术要求实际数值发生变化(未能达到或超过)时,使本船合同价格得以调整。
任何根据本条第1、2、3、4、5、6、7、8款作出的合同价格的调整都应在本船第五期分期付款前由合同双方书面确定。
The purpose of setting aside this clause is to allow the parties to insert special technical requirements for a particular type of vessel and adjustment of the Contract Price arising from the changes (failure to meet or exceeding) in the values of the said special technical requirements. Any adjustment of the Contract Price made as per Paragraph 1. 2. 3. 4. 5 and 6 of this article shall
be specified in writing before the payment of the 5th installment.
9.
双方在此明确理解并同意上述任何一种情况下,如果买方按本合同条款规定解除或取消本合同,则买方仅享有本合同第二十七条所规定的权利和补偿,无权享有上述或其他地方所规定的任何补偿或赔偿。
It is expressly understood and agreed by the parties hereto that in any case as stated above, if the BUYER rescinds or cancel the Contract pursuant to any provision under this Article, the BUYER shall be entitled to have its rights and compensation as set out in Article XXVII hereof shall not be entitled to any liquidated damage or compensation whether described above or otherwise.