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1、SHIPYARD as SELLER CONSTRUCTION OF ONE DEADWEIGHT （HULL NO. ） This CONTRACT, entered into this day of by and between , a corporation organized and existing under the Laws of , having its registered office at （hereinafter called the Buyer ） on one part; and Shipyard, a corporation organized and exist

2、ing under the Laws of Peoples Republic of China, having its registered office at , the Peoples Republic of China （hereinafter called the Seller） WITNESSES In consideration of the mutual covenants contained herein, the Seller agrees to build, launch, equip and complete at the Sellers Shipyard and to

3、sell and deliver to the Buyer after completion and successful trial one （1） Vessel as more fully described in Article I hereof, to be registered under the flag of and 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

4、 terms and conditions hereinafter set forth. ARTICLE I DESCRIPTION AND CLASS 1. DESCRIPTION: The Vessel is a metric tons deadweight, at designed draft of meters （hereinafter called the Vessel） of the class described below. The Vessel shall have the Sellers Hull No. and shall be constructed, equipped

5、 and completed in accordance with the following Specifications:（1）Specification （Drawing No. ） （2）General Arrangement （Drawing No. ） （3）Midship Section （Drawing No. ） （4）Makers list （Drawing No. ） Attached hereto and signed by each of the parties to the Contract （hereinafter collectively called the

6、）, making an integral part hereof. 2. CLASS AND RULES The Vessel, including its machinery and equipment, shall constructed in accordance with the rules and regulations （hereinafter called the Classification Society） and shall be distinguished in the record by the symbol of , , , , , and shall also c

7、omply with the rules are regulations as fully described in the Specifications. The Seller shall arrange with the Classification Society assign a representative or representatives （hereinafter called the Classification Surveyor） to the Sellers Shipyard for supervision of the construction of the Vesse

8、l. All fees and charges incidental to Classification and to comply with the rules, regulation and requirements of this Contract as described in the Specifications issued up to the date of this Contract as well as royalties, if any, payable on account of the construction of the Vessel shall be for th

9、e account of the Seller, except as otherwise provided and agreed herein. The key plans, materials and workmanship entering into the construction of Vessel shall at all times be subject to inspections and tests in accordance with the rules and regulations of the Classification Society. Decisions of t

10、he Classification Society as to compliance or noncompliance with Classification rules and regulations shall be final and binding upon the parties hereto. 3. PRINCIPAL PARTICULARS AND DIMENSIONS OF THE VESSEL （a） Hull:Length overall abt: . m Length between perpendiculars . m Breadth . m Depth . m Des

11、ign Draft . m （b） Propelling Machinery The Vessel shall be equipped, in accordance with the Specifications, with type Main Engine. 4. GUARANTEED SPEED The Seller guarantees that the trial speed, after correction, is to be not less than nautical miles per hour on the loaded condition stipulated in th

12、e Specification. The trial speed shall be corrected for wind speed and shallow water effect. The correction method of the speed shall be specified in the Specifications. 5. GUARANTEED FULE CONSUMPTION The Seller guarantees that the fuel oil consumptions of the Main Engine is not to exceed grams/ bra

13、ke horse power/ hour at normal continuous output at shop trial based on diesel fuel oil having a lower calorific value of , kilocalories per kilogram. 6. GUARANTEED DEADWEIGHT The Seller guarantees that the VESSEL is to have a deadweight of not less than, metric tons at the designed loaded draft of

14、meters in sea water of 1.025 specific gravity. The term, Deadweight, as used in this Contract, shall be as defined in the Specifications. The actual deadweight of the Vessel expressed in metric tons shall be based on calculations made by the Seller and checked by the Buyer, and all measurements nece

15、ssary for such calculations shall be performed in the presence of the Buyers supervisor （s） or the party authorized by the Buyer. Should there be any dispute between the Seller and the Buyer and the Buyer in such calculations and/ or measurements, the decision of the Classification Society shall fin

16、al. 7. SUBCONTRACT:The Seller may, at its sole discretion and responsibility, subcontract any portion of the construction work of the Vessel to experienced subcontractors, but delivery and final assembly into the Vessel of any such work subcontracted shall be at the Sellers Shipyard. The Seller shal

17、l remain responsible for such subcontracted work. 8. REGISTRATION:The Vessel shall be registered by the Buyer at its own cost and expense under the laws of at the time of delivery and acceptance thereof. ARTICLE I CONTRACT PRICE & TREMS OF PAYMENT 1. CONTRACT PRICE:The purchase price of the Vessel/7

18、 is United States Dollars （US $）, net receivable by the Seller （hereinafter called the Contract Price）, which is exclusive of the cost for the Buyers Supplies as provided in Article V hereof, and shall be subject to upward or downward adjustment, if any, as hereinafter set forth in this Contract. 2.

19、 CURRENCY:Any and all payments by the Buyer to the Seller under this Contract shall be made in United States Dollars. 3. TERMS OF PAYMENT:The Contract Price shall be paid by the Buyer to the Seller in installments as follows:（a） 1st Installment:The sum of United States Dollars （US $ ） , representing

20、 percent （ %） of the Contract Price, shall become due and payable and be paid by the Buyer concurrently with this contract being singed and provided that Seller shall have submitted to the Buyer the Refund Guarantee in the form annexed hereto as Exhibit A issued by Bank of China, Beijing, the People

21、s Republic of China, and provided further that the Seller shall have received the first class international banks Letter of Guarantee in accordance with Paragraph 6 of this Article. （b） 2nd Installment:The sum of United States Dollars （US $ ）, representing percent （ %） of the Contract Price, shall b

22、ecome due and payable and be paid within three （3） bank business days after the cutting of the first steel plate of the Vessel in the Sellers workshop. The Seller shall notify with a telex or telefax notice to the Buyer stating that the 1st steel plate has been cut in its workshop and demand for pay

23、ment of the installment as soon as the cutting of the steel is made. （c） 3rd Installment:The sum of United States Dollars （US $ ）, representing percent （ %） of the Contract Price, shall become due and payable and be paid with in three （3） bank business days after keel-laying of the first section of

24、the Vessel. The keel-laying shall be notified by the Seller with a telex or telefax notice to the Buyer stating that the said keel-laying has been carried out. The Seller shall send to the Buyer a telex or telefax demand for payment of this installment as soon as the keel-laying is carried out. （d）

25、4th Installment:The sum of United States Dollars （US $ ）, representing percent （ %） of the Contract Price, shall become due and payable and be paid within three （3） bank business days after launching of the Vessel. The launching of the Vessel shall be notified by the Seller with a telex or telefax n

26、otice to the Buyer stating that the launching of the Vessel has been carried out. The Seller shall send to the Buyer a telex or telefax demand for payment of this installment as soon as the Vessel is launched. （e） 5th Installment （Payment upon Delivery of the Vessel）:The sum of United States Dollars

27、 （US $ ）, representing percent （ %） of the Contract Price plus any increase or minus any decrease due to modifications and/ or adjustments of 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 Seller concurren

28、tly with delivery of the Vessel. The Seller shall send to the Buyer a telex or telefax demand for this installment ten （10） days prior to the scheduled date of delivery of the Vessel. 4. METHOD OF PAYMENT The Buyer shall remit the amount of this installment in accordance with Article , Paragraph 3 （

29、a） by telegraphic transfer to the receiving bank nominated by the Seller, for credit to the account of the Seller, or through other receiving bank nominated by the Seller. The Buyer shall remit the amount of this installment in accordance with Article , Paragraph 3 （a） by telegraphic transfer to the

30、 receiving bank nominated by the Seller, for credit to the account of the Seller, or through other receiving bank to be nominated by the Seller from time to time and such nomination shall be notified to the Buyer at least 10 days prior to the due date for payment. The Buyer shall remit the amount of this installment in accordance with Article , Paragraph 3 （a） by telegraphic transfer to the receiving bank nominated by the Seller, for credit to the account of the Seller, or through ot