船舶建造合同检查清单，与船厂商务同仁共探讨

龙门吊指挥使 · 发表于 2016-5-12 09:17

本帖最后由龙门吊指挥使于 2016-5-12 10:41 编辑

闲来无事，做了个检查清单，供同道中人交流

船舶建造合同检查清单

1. Preframe

□ 合同签订时间需确认，中英是否一致

□ 合同方名称及地址确认一致，合同签订地很重要，涉及仲裁法院管辖权问题

□ 若有联合卖方，需注意卖方地位

□ 【买方需坚持】The export Agent and the builder shall be jointly and severallyliable for the due performance of this Contract and for all obligations whichmay arise under or in connection with it

□ 【中间商需坚持】Notwithstanding the CSTC being a party to this Contract, as theexport agency to the Builder/Seller, its obligations and/or liabilities andrights and benefits shall be limited to those as expressly and unambiguouslyset forth in this Contract.

□ 【买方应坚持】卖方责任应包括design

2. Description and Class

□ 合同附件应包括图号，若有日期，应包括updated date

□ IMO

□ 【卖方需坚持】Class Notation不可答应free from all recommendations reservations or qualifications

□ 核对船级符号，不懂的弄清楚

□ 挂旗国要指定，否则船东更换之后会有新的送审

□ 保证允许油耗应明确在主机台架试验时进行。

□ 【卖方需坚持】删除”卖方确保船舶各方面满足船旗国要求”, 其已经内化到船级社要求之中

□ 下水后进坞时间至少6个月

3. Contract price &Terms ofpayment

□ 核对中英文数字一致

□ 核对总价是否不包括船东供应品以及是否有加减帐，【卖方需坚持】which is exclusive of the cost for the Buyer’s Supplies as providedin Article V hereof, and shall be subject to upward or downward adjustment, ifany, as hereinafter set forth in this Contract.【买方需坚持】： The ContractPrice shall include all costs, fees, charges, expenses etc that may accrue orbe incurred in connection with this Contract(including, but without limitingthe generality of the foregoing, payment for services rendered in connectionwith the inspection, testing, survey, classification of the Vessel by theClassification Society or payments needed in connection with the production andsupply of drawings etc) and it only excludes the cost of the Buyer’s Supplies.

□ Currency【买方应坚持】andshall be made on a banking/business day, Under this Contract, in counting thebanking or business days, only Saturdays and Sundays are exempted. When a duedate falls on a day when banks are not open for business in Piraeus, Hamburg,New York or P.R. China, such due date shall fall due upon the first businessday next following.

□ TERMS OF PAYMENT: 【买方需坚持】1stInstalment必须在保函出具之后支付，

□ 合同签订之后第一期款项支付时间3天

□ 保函必须全部开，不可每期款项单独开，其净额不包括最后一期船款【and assignable refund guarantee covering all pre-deliveryinstallments】

□ 【卖方需坚持】，保函必须是conditional, 不可接受Unconditional,

□ 【买方需坚持】，卖方银行需acceptable

□ 【买方需坚持】，Provided however that none of the above installments shall bepayable if the Refund Guarantee( as such term is defined hereinabove) issuedpursuant to this Article ceases to be in force and no substitute RefundGuarantee has been provided in accordance with the provisions of this Contractin relation thereto.

□ 【卖方需坚持】Save in the circumstances provided above, any and all payments dueunder this Contract shall not be delayed or withheld by the Buyer on account ofany dispute or disagreement of whatsoever nature arising between the partieshereto, unless either party has commenced arbitration proceedings at therelevant time.

□ 【卖方需坚持】尾款按Cash deposit 模式，具体条文参照XXX模式

□ 【买方需坚持】尾款However, such remittance shall be made by the BUYER only uponissuance and receipt of Seller’s commercial invoice.

labilaoxin · 发表于 2016-5-12 09:20

开龙门吊的开始玩合同了

龙门吊指挥使 · 发表于 2016-5-12 11:21

□ Method of payment,需注意前几期款项的支付方式一致，注意单复数以及单独款项标识号，【买方需坚持】However, such remittance shall be made by the BUYER only upon issuance and receipt of the Refund Guarantee(as such term is defined hereinbelow) and SELLER’S separate commercial invoice.
□ Refund Guarantee 如果在payment条款中有规定，则需核对还款时的利息，一般3%，还应取决于具体情况，一般发生纯不可抗力超期、全损或破产等非因BUILDER主观过错到导致的弃船退款都应是无息的。
□ RG 的终止除了主合同canceled \rescined，还要包括terminated.
□ 【买方需坚持】RG应该as a condition precedent for the payment by the BUYER of any pre-delivery installment and as security to the BUYER,
□ 【买方需坚持】，RG开具银行名称要写下来，并核对其信用度
□ 【卖方需坚持】，RG返还时间至少15个工作日
□ RG作为合同生效条件，【买方需坚持】，In the event that the BUYER has not received:1, the original of the Refund Guarantee within 60 days from _____【写下详细日期】；2，the evidence of SAFE registration of any Refund Guarantee within 30 days of such Refund Guarantee being issued【卖方应拒绝2，因外管局根本不存在此业务】
Due to any reason whatsoever, the BUYER shall have the right to either(i) terminate this Contract or (ii) provide the SELLER with more time for furnishing the BUYER with the Refund Guarantee or, as the case may be, evidence of the Refund Guarantee’s SAFE registration , In the event that the BUYER provides the SELLER with additional time for furnishing the Refund Guarantee or ,as the case may be, the relvant evidence of SAFE registration of the Refund Guarantee and the SELLER fails to do so in time, the BUYER shall have again the right to terminate this Contract or provide further additional time to the SELLER. The BUYER’S right to provide additional extensions under this Article shall lapse only once the BUYER states in writing its decision not to give any further extensions.
□ If for whatsoever reason, other than the BUYER’S default hereunder any Refund Guarantee ceases to be in full force and effect or the Refund Guarantor’s credit rating is reduced to that of below investment grade as determined by either Standard&Poor’s corporation of Moodyy’s Investors Service Inc.【卖方应坚决删除】
□ 原始RG无效后，卖方出具替代保函时，需注意1，替代保函出具时间应足够，2，替代保函如需买方同意格式，具有不可操作性，因买方坚决不同意保函格式即可达到弃船目的，【卖方需拒绝】The SELLER shall have the obligation to deliver to the BUYER, within (___) banking days from the date on which the Refund Guarantee ceases to be in full force and effect or such downgrading too place, a substitute Refund Guarantee issued by a bank or financial institution acceptable to the BUYER and its financiers in their sole discretion and being in form and substance acceptable to the BUYER and its financiers in their sole discretion.
□ 【买方需坚持】in the event that the SELLER fails to deliver to the BUYER such substitute Refund Guarantee as aforesaid, the BUYER shall be entitled to rescind this Contract whereupon the provisions of Article X 【注意与弃船条款对应】shall apply
All expenses in issuing and maintaining the Refund Guarantee and any substitute thereof shall be borne by the Seller.
□ 【买方需坚持，融资租赁公司需坚持】in the event that any withholding or deduction is imposed by any law on any refund made to the BUYER under this Contract, the SELLER will pay such additional amount to the BUYER as may be necessary in order that the actual amount received by the BUYER after such deduction or withholding shall be equal to the amount that would have been received by the BUYER hereunder if such deduction or withholding were not required.

4. 合同价格调整
□ 常规均为180\210天的non-permissible day，同时需与后文中关于允许延误的时间总数核对一致
□ 允许延误的计算时间为calender day 还是working day，需核实
□ 涉及合同价格调整的技术指标核对清楚
□ 【卖方需坚持】For the purpose of this Article , the delivery of the VESSEL shall not be deemed delayed and the Contract Price shall not be reduced when, after taking into full account all postponments of the Delivery Date by reason of permissible delays and/or any other reasons under this Contract as defined in the applicable provisions hereof, is not delivered by the date upon which delivery is required under the terms of this Contract.
□ 主机油耗的测量工况需约定，必须在shoptest in Main Engine maker premises and before deliver to Shipyard
□ 买方撤销权行使EFFECT OF RESCISISION【卖方需坚持】增加： if the VESSEL is delivered to the BUYER under the terms of this CONTRACT, the above liquidated damages shall be the BUYER’S sole and exclusive remedy for delay in the delivery of the VESSEL or deficiency/insufficiency/excess in the guaranteed technical performance parameters as set out in this Article and shall be in lieu of

龙门吊指挥使 · 发表于 2016-5-13 10:40

4. 监造与检验
□ 【卖方应坚持】买方应书面指定其监造人数及工作范围 who shall be duly accredited in writing by the BUYER to act on behalf of the BUYER in connection with modifications of the Specifications, adjustments of the Contract Price, approval of the plans and drawings, attendance to the tests and inspections relating to the VESSEL, its hull, machinery, equipment and outfitting , and any other matters for which he is specifically authorized by the BUYER.
□ 【买方应坚持】such inspections exercised on behalf of the BUYER shall not alter or diminish the responsibility of the SELLER to construct the VESSEL in accordance with this Contract and the Specifications.
The SELLER shall promptly provide, and shall secure that its subcontractors shall promptly provide to the supervisor all such information as they may reasonably request in connection with the construction of the VESSEL and her engines, equipment and machinery.

Unless advised by the BUYER in writing, the Supervisor shall have no authority to change the Contract or to approve plans and drawings.【此段若插入需与前文修改一致】
□ 【卖方应坚持】如买方确认现场监造师无审图权力，对图纸审核时间需约定
□ 【卖方应坚持】卖方仅协助买方代表办理进入中国签证，不可warrant\assure。
□ 【双方均应注意】The BUYER undertakes and assures the SELLER that the Supervisor shall carry out his inspections in accordance with the mutually agreed inspection procedure and schedule and Chinese usual Shipbuilding practice and in a way as to minimize any increase in building costs and delays in the construction of the VESSEL. The supervisor should adhere to this Contract, the Specifications and the plans and drawings approved by the Class.
□ 【卖方应坚持，强烈】Once an inspection and/or a test has been witnessed and approved by the BUIYER’s representatives and/or the Supervisor, the same test should not have to be repeated, provided it has been carried out in compliance with the requirements of the Classification Society and Specifications. Should the Supervisor fail to conduct any inspection or attend any test( after notice by the BUILDER of the same) due to whatever reason , the BUILDER shall be entitled to carry out the construction and/or test without inspection and/or attendance of Supervisor and such work so carried out shall be treated as approved by the Supervisor. The decision, approval or advice of the Supervisor shall be deemed to have been given by the BUYER and once given shall not be withdrawn, revoked or modified except with consent of the BUILDER in writing. However, if the Supervisor fails to submit to the BUILDER without delay any such demand concerning alternations with respect to the building, arrangement or outfit of the VESSEL, her engines or accessories, or any other items or matters in connection herewith, which the Supervisor has examined or inspected or attended at the tests thereof under this Contract or the Specifications, the Supervisor shall be deemed to have approved the same and shall be precluded from making any demand for alternations or other complaints with respect thereto at a later date.
□ 【买方应坚持】the SELLER shall notify the Supervisor of the completion of subcontractor’s work and shall afford the Supervisor the right of inspecting same prior to leaving subcontractors’ premises. Defective subcontractors’ work shall be rectified before leaving the subcontractors’ premises unless otherwise agreed.
□ 【卖方检查有无】the BUYER’s representative/s shall sign SELLER or BUILDER usual indemnity papaers/forms?不知是什么意思？
□ 交船时买方船员只能在白天呆在船厂daylight
□ 试航时买方可能增派其他人员参加，但是需提前通知船厂，the BUYER may appoint such other persons as the BUYER shall determine to be additional Supervisors for the purpose of witnessing the trial run of the VESSEL.
□ 【买方应坚持】关于进度报告，Any such progress report shall be at the sole cost and expense of the SELLER. And the SELLER shall provide the BUYER with a schedule of activities such as steel cutting, prefabrication, erection, outfitting, and key-event dates such as keel-laying, launching, etc.
□ RESPONSIBILITY OF THE SELLER,卖方责任【买方应坚持】Neither the approval of drawings by the BUYER nor the inspection of the VESSEL during construction by the Supervisor shall in any way diminish, affect or impair the obligations, guarantees or undertakings of the BUILDER in relation to the design, materials, quality of workmanship and construction of the VESSEL
□ REPLACEMENT OF INSPECTOR更换船东代表【卖方应坚持】 The SELLER has the right to request the BUYER in writing to replace any of the Inspectors who is deemed unsuitable and unsatisfactory for the proper progress of the VESSEL’s construction together with reasons.
The BUYER shall investigate the situation by sending its representative to the Shipyad, if necessary, and if the BUYER considers that such SELLER’s request is justified, the BUYER shall effect the replacement as soon as possible.
 

龙门吊指挥使 · 发表于 2016-5-16 09:23

建造合同有没有必要将船厂收到第一期款作为生效条件？希望听到大家的意见。
第一期款支付是买方的义务，是不是对自己的建造能力很不自信才这样要求？你们碰到的船东是怎么要求的呢？

龙门吊指挥使 · 发表于 2016-5-16 14:08

有备考ICS 的朋友吗？
1. explain the term derived demand in the context of shipping从航运背景下解释“衍生性需求“的词义。
Answer： a critical feature of the demand for most shipping services is that it is a derived demand. This implications that this feature creates both for ship owner s and for shipping management.
Derived demand is a sort of demand for a service or goods that depends on the demands for the outputs. So in the case of shipping demand, it is depends on demand in the world for the goods being shipped e.g. as demand for grain trade increases, so demand for shipping grows with it).
Shipping is a derived demand, which means that shipping as an industry depending on people who are willing to trade by sea using ships. The efficiency of it stimulates sea trade and even though there are numerous factors that have their effect on shipping, ultimately it reacts to demand and therefore grows in proportion with world trade.
The demand for sea borne trade is influenced by the 5 factors listed below:
The world economy\seaborne commodity trades\average haul\transport costs\political events.