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BPVOY5

Voyage Charter Party

February 2016

© BP Shipping Limited
Registered in England and Wales: No. 140132
Registered Office: Chertsey Rd, Sunbury upon Thames, Middlesex TW16 7BP, UK
BPVOY5 – Voyage Charter Party

Clause Index
# Clause page no. # Clause page no.
1. Condition of Vessel 9 35. Established Threat of Piracy 31
2. Compliance 9 36. War Risks Additional Expenditure 32
3. Ethical Policy and Anti-Corruption 10 37. Quarantine 32
4. Chartering Questionnaires 11 38. Address Commission 32
5. Loading / Compliance With 11 39. Claims Time Bar 32
Voyage Orders
40. Certificates of Financial Responsibility 32
6. Estimated Time of Arrival 12 (COFRs)
7. Cancellation 12 41. ITOPF, P&I and Oil Pollution 33
8. Agency 13 42. TOPIA and STOPIA 33
9. Loading and Discharge Port / Shifting 13 43. US Customs Regulations – Coding 34
10. Notice of Readiness (NOR) 14 44. ISPS, MTSA and CBP 34
11. Laytime / Demurrage 15 45. Drugs and Alcohol Policy 35
12. Laytime / Demurrage Not To Count 16 46. Exclusions 35
13. Ship to Ship Transfers 16 47. Both-to-Blame 35
14. Loading and Discharge of Cargo 17 48. General Average 36
15. Inert Gas System (IGS) 18 49. New Jason 36
16. Closed Cargo Sampling 19 50. Clause Paramount 36
17. Oily Residues and Ballast Water 19 51. Lien 37
18. Crude Oil Washing (COW) 19 52. Sub-Letting / Assignment 37
19. Hydrogen Sulphide and Mercaptans 20 53. Remeasurement 37
20. Cargo Temperature 20 54. Administration 37
21. Cargo Retention 20 55. Communications 37
22. Even Keel 21 56. Baltic Routeing 37
23. Under Keel Clearance 21 57. Magellan Straits 37
24. Revised Voyage Orders 22 58. Turkish Straits 37
25. Interim Ports 22 59. Carriage of Cargo Additive 38
26. Backloading 23 60. Confidentiality 38
27. Virtual Arrival 23 61. Law and Jurisdiction 38
28. Freight and Dues 23
29. Vessel / Cargo Inspections / 24
Bunker Surveys
30. Bills of Lading 25
31. Additional Cargo Operations 26
and Indemnities
32. Liberty 27
33. Ice 27
34. War Risks 29

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BPVOY5 – Voyage Charter Party


Preamble
Date:

It is this day agreed between:

of (registered address): (“Owners”)

being the: (“Owner/Disponent Owner”)

of the Vessel called: (“the Vessel”)

and:

of: (“Charterers”)

That the service as described below shall be performed subject to the terms and conditions of this Charter,
which consists of Part 1 and Part 2 and the completed questionnaire on the latest version of Intertanko
Standard Tanker Voyage Chartering Questionnaire 1988 (“the Q88”) attached to this Charter.

Commercial Operator
(if different from Owners):

Registered Owner
(if different from Owners):

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BPVOY5 – Voyage Charter Party

Interpretation and definitions


1 Unless the context otherwise requires, words denoting the singular include the plural and vice versa.
2 If there is any conflict between the terms of this Charter then terms shall prevail in the following
order: Part 1, Additional Clauses, Part 2 then the Q88.
3 Any differences between the parties in the calculation of distance under this Charter shall be resolved
using “AtoBviaC”, the result of which shall be final and binding.
4 Any reference to a statute (whether of the UK or of any other country), order, convention, regulation,
guideline, code, rule in this Charter shall be deemed to be amended or substituted so as to be that in
force at the time of the voyage performed.
5 “Agents” – means the Vessel’s agents nominated under Clause 8.
6 “applicable Cancelling Date” has the meaning given to it in Clause 7.1.
7 “blend” – means to mix on board separate parcels of cargo each bearing a different grade and/or
specification to the other to form one parcel with a single grade and/or specification.
8 “Charter Ranges” – means the ranges stated in Sections E and F of Part 1.
9 “commingle” – means to mix on board separate parcels of cargo each bearing the same grade and/or
specification as the other to form one parcel retaining that grade and/or specification.
10 “gross quantity of cargo loaded as evidenced by the Bills of Lading” – means the quantity in air
unless the Bill of Lading only states the quantity in vacuum, in which case it means the quantity in
vacuum.
11 “idle bunkers” – means bunkers consumed while the Vessel is at anchor or drifting with engines at
standby.
12 “laytime or demurrage” – means “laytime or, if the Vessel is on demurrage, demurrage”.
13 “over the tide operation” – means the use of tidal changes in water depth to maintain under keel
clearance either by loading to full draft as water depth increases towards high tide, or discharging to
lighten as water depth decreases towards low tide.
14 “port” shall include any port, berth, dock, loading or discharging anchorage or offshore location,
submarine line, single point or single buoy mooring facility, alongside Vessels or lighters, or any other
place whatsoever as the context requires.
15 “speed” – means transit speed over ground, and not through the water.
16 “Voyage Orders” – means any instructions issued by Charterers in respect of the Vessel at any time
in connection with this Charter, including any amendments, corrections or revisions to such
instructions issued by Charterers.
17 “Worldscale” – means “New Worldwide Tanker Nominal Freight Scale” current as at the date of this
Charter.
18 Where Charterers are to pay or reimburse Owners for bunkers consumed, the amount shall be
calculated from the Master’s statement, net of any suitable allowance, and the price shall be that paid
by Owners, net of all discounts or rebates, for the last bunkers lifted before the Voyage Order giving
rise to the consumption.

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Part 1
A. Name of Vessel:

B. Description of Vessel:
Owners undertake that throughout service under with Charter the Vessel shall conform to the following
description :
(1) Summer Deadweight (SDWT) on assigned summer freeboard: tonnes
(2) Salt Water draught (on SDWT): metres
(3) Length overall: metres
(4) Beam: metres
(5) Flag:
(6) Year built:
(7) Cargo tank capacity at 98% excluding slop tanks: cubic metres
(8) Capacity of slop tanks at 98%: cubic metres
Available for cargo / Not available for cargo (delete as applicable)
(9) IMO Number:
(10) Crude Oil Washing (COW): Yes / No (delete as applicable)
(11) Inert Gas System (IGS) (SOLAS compliant): Yes / No (delete as applicable)
(12) Closed Cargo Operations: Yes / No (delete as applicable)
(13) Tonnes Per Centimetre Immersion (TPC): tonnes/cm
(14) Bow to Centre of Manifold (BCM): metres
(15) Cranes (number and capacity):
(16) Tongue Type Bow Chain Stoppers:
(a) Number:
(b) Safe Working Load: tonnes
(c) Nominal Diameter of Chain: millimetres
(17) Keel to Top of Mast (KTM): metres
(18) Tank Coatings (type):
(19) Heating System (type/material):
(a) Maximum temperature at which cargo can be loaded:
(b) Maximum temperature at which cargo can be maintained (Clause 20):
(20) Classification Society:
(21) Gross Tonnage (GT)
(22) Suez Canal Net Tonnage (SCNT):
(23) Panama Canal Net Tonnage (PCNT):
(24) USCG Certificate of Compliance (COC) expiry date:
(25) International Ship Security Certificate expiry date:
(26) Percentage of Maximum Continuous Rating (MCR): 85 %
(27) Charter Speed (“Charter Speed”): knots
(28) Maximum Speed (“Maximum Speed”): knots
(29) Last Cargoes:
(a) Last cargo:
(b) Second Last:
(c) Third Last:

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C. Cargo Quantity:

D. Cargo Description:

E. Loading Ports / Range(s) at Charterers’ option:

F. Discharge Ports / Range(s) at Charterers’ option:

G. Laycan:

Commencing: 0001 hours local time on: (“Commencement Date")

Cancelling: 2359 hours local time on: (“Cancelling Date")

Vessel expected ready to load at: date and local time

Based on following current itinerary:

H. Freight Rate: (“Freight Rate”)

Overage (if any) at 50% of Freight Rate:

I. Laytime: running hours

J. Demurrage: US $ per day or pro rata

K. Owners’ Payment Details:

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L. Charterers’ Casualty and Emergency Response Contacts and Procedures as per Voyage
Orders.

M. Owners’ Contact details:

(a) Email

(b) Fax

(c) Telephone:

N. Additional Clauses:

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BPVOY5 – Voyage Charter Party

N. Additional Clauses (continued):

Signatures
The parties have executed this Charter, consisting of the Preamble, Parts 1 and Part 2, on the date first
written above.

By:

(signature) (print)

For and on behalf of the Owners

By:

(signature) (print)

For and on behalf of the Charterers

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BPVOY5 – Voyage Charter Party

Part 2
1 1 Condition of Vessel
2 1.1 Owners shall, before, at the commencement of, and throughout the subject voyage
3 exercise due diligence to make and maintain:
4 a) the Vessel, her tanks, pumps, valves, sampling lines and pipelines tight, staunch,
5 strong, in good order and condition, in every way fit for the voyage and fit to carry
6 the cargo nominated by Charterers, and
7 b) the Vessel’s machinery, systems, boilers and hull in a fully efficient state, and with
8 a full complement of Master, officers and crew who are fully qualified (as
9 evidenced by internationally recognised certification and, where applicable,
10 endorsements), and are experienced and competent to serve in the capacity for
11 which they are employed.
12 1.2 Without prejudice to Clause 1.1, Owners shall present the Vessel for loading with her
13 tanks, pumps, valves, and pipelines properly prepared and in accordance with any
14 loading port or terminal requirements and ready to load any cargo falling within
15 Sections C and D of Part 1.
16 1.3 Without prejudice to any other rights or remedies whatsoever that may be available to
17 Charterers, any time used in preparing tanks, pumps, valves and pipelines under
18 Clause 1.2 shall not count as laytime or demurrage, and all costs and losses incurred
19 by reason of any such part of the Vessel being improperly prepared shall be for
20 Owners’ account.

21 2 Compliance
22 2.1 Nothing in this Charter is intended, and nothing shall be interpreted or construed, to
23 induce or require either party to act in any manner (including any failure to take any
24 action in relation to a transaction) which is inconsistent with, penalised by or
25 prohibited under any UK, EU or US laws, regulations, or other official UK, EU or US
26 government requirements applicable to such party, or any UN provision, relating to
27 foreign trade controls, export controls, embargoes or international boycotts of any
28 type.
29 2.2 Owners and the Vessel will comply with all applicable requirements stipulated in
30 respect of zones and/or areas regulated by regional and/or national and/or
31 international authorities.
32 2.3 Owners and the Vessel will comply with all applicable national and international rules,
33 statutes, orders, Conventions, resolutions, regulations, guidelines, codes and other
34 proscriptive provisions, including, but not limited to, the US Code of Federal
35 Regulations, including the US Federal Oil Pollution Act 1990 (“OPA 90”), Maritime
36 Transportation Security Act 2002 (“MTSA”) and Bureau of Customs, and Border
37 Protection Regulations for entering US ports and any US State port security and
38 customs regulations (“CBP”), and any such issued by the IMO, OCIMF, SIGTTO, the
39 UK Chamber of Shipping (or equivalent), the US Coast Guard (“USCG”) or the State
40 of the flag of the Vessel or that from which it is managed.
41 2.4 Owners will ensure that both the Vessel and “the Company” under the ISPS Code
42 (“ISPS”) and the “Owner” under MTSA will comply with all ISPS and MTSA
43 requirements, and will on request send Charterers a copy of the relevant International
44 Ship Security Certificate, or any Interim International Ship Security Certificate, and the
45 full style contact details of the Company Security Officer under ISPS.

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46 2.5 All operations shall be carried out in accordance and compliance with all applicable
47 requirements under (for example, but without limitation) ISGOTT, MARPOL, MLC,
48 SOLAS, OCIMF, STCW, ICS and ISM.
49 2.6 The terms of employment of the Vessel’s Master, officers and crew shall at all times
50 remain acceptable to the International Transport Worker’s Federation (“ITWF”) and
51 the Vessel will at all times carry an ITWF Blue Card or equivalent certification
52 acceptable to the ITWF.
53 2.7 The Vessel shall have on board all such valid documentation as may from time to
54 time be required to enable it to enter, carry out all required operations at, and leave,
55 without let or hindrance, all ports to which she may be directed under this Charter.
56 Upon request, Owners will provide to Charterers a copy of any certificate or other
57 document and any full style contact details.
58 2.8 Without prejudice to any other rights or remedies whatsoever which may be available
59 to Charterers, if Owners or Vessel breach any of the provisions in this Clause 2 any
60 resulting loss, damage or expense shall be for Owners’ account, any resulting delay
61 shall not count as laytime or demurrage, and Owners shall assume liability for and
62 shall indemnify, defend and hold harmless Charterers against any fines, penalties or
63 other regulatory measures, and related legal costs.

64 3 Ethical Policy and Anti-Corruption


65 3.1 Owners agree that in connection with this Charter, they and their Related Parties will
66 comply with all applicable anti-bribery and corruption and anti-money laundering laws
67 and regulations, and will not offer, give or agree to give to any person, or solicit,
68 accept or agree to accept from any person, either directly or indirectly, anything of
69 value in order to obtain, influence, induce or reward any improper advantage (the
70 “Anti-Corruption Obligation”). For the purpose of this Clause 3, the Owners’ “Related
71 Parties” means Owners’ affiliates, subcontractors, suppliers, agents, intermediaries,
72 and Owners and their directors, officers and employees.
73 3.2 Owners shall a) immediately report in writing to Charterers details of any breach of
74 the Anti-Corruption Obligation; b) ensure and monitor compliance with the Anti-
75 Corruption Obligation; c) make clear, in their dealings connected to this Charter, that
76 they are required to act, and are acting, in accordance with the Anti-Corruption
77 Obligation; and d) permit Charterers to inspect, audit and make copies of any books
78 and records of Owners relating to this Charter and Owners’ compliance with the Anti-
79 Corruption Obligation.
80 3.3 Charterers shall have the right to terminate this Charter or suspend any payments
81 with immediate effect if they reasonably believe in good faith that Owners have
82 breached in any material respect any of the requirements set out in Clause 3.
83 3.4 The Anti-Corruption Obligation includes the giving or receiving of facilitation
84 payments, which are payments of money, goods or other things of value to any public
85 official or other individual in a similar position of authority or influence in any country
86 for the purpose of expediting or securing the performance of a routine service or
87 action which that person ordinarily performs. This definition applies even where the
88 payment or other benefit is nominal in amount.
89 3.5 Owners warrant that they, the Managers, Master, officers and crew of the Vessel are
90 aware of the BP Code of Conduct, entitled “Our Code” (a copy of which is available
91 via www.bp.com), and its application to third-party contractors. Owners undertake to
92 ensure that in the performance of their obligations under this Charter they, the
93 Managers, Master, officers and crew shall at all times act consistently with and
94 adhere to the principles in the BP Code of Conduct.

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95 4 Chartering Questionnaires
96 It is a condition of this Charter that the responses in the attached Q88 are correct as at the
97 date of this Charter. If any response in the Q88, or any questionnaire provided to Charterers,
98 proves to be incorrect, and as a consequence Charterers are likely to, or do, suffer prejudice
99 or are likely to, or do, incur loss, damage, cost or expense, Charterers shall be entitled either
100 a) to cancel this Charter forthwith, without prejudice to any other rights available to them; or
101 b) to claim any such loss, damage, cost and expense.

102 5 Loading / Compliance With Voyage Orders


103 5.1 Subject to the provisions of this Charter, the Vessel shall proceed with due dispatch to
104 the loading port stated in Section E of Part 1, or to such other port (always within the
105 Ranges stated in Section E of Part 1) as is separately or subsequently identified in
106 Voyage Orders, or so near thereto as she may safely reach, and there load a cargo
107 falling within Sections C and D of Part 1, subject to any clarification of cargo loading
108 instructions as may be provided in Voyage Orders.
109 5.2 Owners undertake that the Vessel is able to load, carry and discharge the quantities,
110 grades and segregations of cargo stated in Sections C and D of Part 1, without
111 loading on top of tank washings (“slops”). Without prejudice to all other rights, the
112 Charterers shall not be liable for any loss, damage (including deadfreight), cost or
113 expense incurred by Owners by reason of the Vessel being unable to load in
114 accordance with this undertaking. Loading on top of slops shall not be permitted
115 without Charterers’ prior agreement in writing.
116 5.3 Owners undertake that the Vessel shall, upon completion of loading the cargo,
117 proceed at the speed stated in Section B.27 of Part 1 (“Charter Speed”), or at such
118 increased speed, not exceeding the speed stated in Section B.28 of Part 1
119 (“Maximum Speed”), as may be stated in Voyage Orders, to the discharge port stated
120 in Section F of Part 1, or to such other port or location permitted under this Charter,
121 or so near thereto as she may safely reach, and discharge the cargo, in consideration
122 of the subsequent payment of freight, as provided in Clause 28. If Owners increase
123 the Vessel’s speed above the Charter Speed in accordance with Voyage Orders,
124 Charterers shall reimburse Owners for the additional bunkers consumed.
125 5.4 If the Vessel fails to maintain Charter Speed, or Owners fail to comply with any
126 instruction in Voyage Orders requiring an increase in speed pursuant to this Clause 5
127 (“Increased Speed”), Owners shall, subject to Clause 12, be liable for all loss,
128 damage, cost and expense arising, save to the extent that Owners can prove that any
129 such failure was:
130 a) because of adverse weather conditions and/or sea state notwithstanding the
131 running of the main engine to at least the percentage of MCR stated in
132 Section B.26 of Part 1, or
133 b) because of requirements for the safe navigation of the Vessel.
134 Charterers shall be entitled to set off any such loss, damage, cost and expense
135 against any demurrage or other sum due to Owners hereunder, without prejudice to
136 any other rights available to Charterers.
137 5.5 The Vessel shall provide a report to Charterers at 1200 local time daily providing
138 details of the Vessel’s position and speed, the RPM and bunker ROB figures together
139 with any other information requested in Voyage Orders.

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140 6 Estimated Time of Arrival


141 6.1 For all ports the Owner or Master shall give the estimated date and time that the
142 Vessel will arrive (“ETA”), by email to Charterers, the Agents and any other entity as
143 required by Charterers (collectively the “ETA Notify Parties”). Such ETA shall be sent
144 (in so far as applicable having regard to the Vessel’s position), 7 days and 96, 72, 48
145 and 24 hours before the Vessel’s ETA at each port. If not applicable, the Owner or
146 Master shall immediately notify the ETA Notify Parties of the ETA at the port, and shall
147 give them the ETA at such of the other times above as are applicable, or immediately
148 provide them with such other ETAs as Charterers may require.
149 6.2 All ETAs given under this Clause 6 shall a) include details and take account of any
150 anticipated requirement to bunker and b) include details of any anticipated delays
151 attributable to the Vessel or crew between arrival at the port and readiness to load or
152 (as the case may be) discharge and c) provide the Vessel's drafts.
153 6.3 The Owner or Master shall advise the ETA Notify Parties by email of any variation of
154 more than six hours in an ETA.
155 6.4 If the Owner or Master fails to comply with any of the provisions of this Clause 6, any
156 resulting delay shall not count as laytime or demurrage and Owners shall bear any
157 resulting loss, damage, cost and expense incurred by Charterers.

158 7 Cancellation
159 7.1 Time shall be of the essence in relation to the arrival of the Vessel at the first loading
160 port. Owners shall advise Charterers promptly if at any time they or the Master have
161 reason to believe that the Vessel may not arrive at the first loading port by the
162 applicable Cancelling Date, being the Cancelling date stated in Section G of Part 1
163 or, as the case may be, any new cancelling date determined in accordance with
164 Clauses 7.5, 24.2, 33.4 g) and 58.2.
165 7.2 If at any time it appears to Charterers that the Vessel’s arrival at the first loading port
166 will be delayed beyond the applicable Cancelling Date, Charterers may require
167 Owners to notify Charterers in writing of the date and time that they expect the Vessel
168 to be ready to load. Owners shall provide such information in writing within 12 hours
169 of Charterers’ request.
170 7.3 If Owners do not respond in writing within the deadline under Clause 7.2, Charterers
171 shall have the option of cancelling this Charter, exercisable within 48 hours
172 (Saturdays, Sundays and holidays excluded) after the expiry of that deadline.
173 7.4 If the date and time notified by Owners in accordance with Clauses 7.1 or 7.2 falls
174 after the applicable Cancelling Date, or if the Vessel is not in fact ready to load by the
175 applicable Cancelling Date, then the Charterers shall have the option of cancelling
176 this Charter, exercisable within 48 hours (Saturday, Sunday and holidays excluded)
177 after such notification or within 48 hours (Saturday, Sunday and holidays excluded)
178 after the applicable Cancelling Date, whichever is earlier.
179 7.5 If Charterers do not exercise their option to cancel this Charter then the new
180 cancelling date for the purpose of this Clause 7 (but always without prejudice to
181 Clause 7.7) shall be 12 hours after the date and time notified by Owners, or such
182 other date and time as may be mutually agreed.
183 7.6 The exercise or non-exercise by Charterers of any option to cancel this Charter under
184 this Clause 7 shall be entirely without prejudice to any claim for damages which
185 Charterers may have arising by reason of the Vessel not being ready to load by the
186 applicable Cancelling Date.

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187 7.7 If the Vessel arrives after the Cancelling Date stated in Section G of Part 1, or any
188 extended Cancelling Date under Clauses 24.2, 33.4 g) or 58.2, laytime shall
189 commence either when the Vessel commences loading or 24 hours after a valid NOR
190 has become effective under Clause 10.4, whichever first occurs. However, where
191 such arrival results solely from Charterers’ instructions under Clause 24, laytime shall
192 commence in accordance with Clause 10.4.

193 8 Agency
194 Charterers shall nominate Agents, who shall be employed and paid for by Owners, at loading
195 and discharge ports. The fees of such Agents should be competitive compared to those of
196 other agents in the port.

197 9 Loading and Discharge Port / Shifting


198 9.1 The Vessel shall be loaded and discharged at any port in accordance with Voyage
199 Orders. Before instructing Owners to direct the Vessel to any port, Charterers shall
200 exercise due diligence to ascertain that the Vessel can always lie safely afloat at such
201 ports. However, Charterers do not, in any part of this Charter or otherwise howsoever,
202 warrant the safety of any port and shall be under no liability in respect thereof except
203 for loss or damage caused by Charterers’ failure to exercise due diligence as
204 aforesaid.
205 9.2 Charterers shall have the option of instructing Owners to load the Vessel at more than
206 one location at each loading port and to discharge at more than one location at each
207 discharge port. Where Charterers exercise any such option Owners shall in the first
208 instance pay expenses incurred by reason of any of the following:
209 a) unmooring at, and pilotage and towage off, the first loading or discharge location;
210 b) mooring and unmooring at, and pilotage and towage on to and off, any
211 intermediate loading or discharge location; and
212 c) mooring at, and pilotage and towage on to, the last loading or discharge location.
213 9.3 Charterers shall reimburse Owners in respect of:
214 a) expenses properly incurred arising from any Vessel movement under
215 Clause 9.2 a), b) and c), upon presentation by Owners of all supporting invoices
216 with evidence of prior payment by Owners;
217 b) any dues and/or other charges incurred in excess of those which would have
218 been incurred if all the cargo required to be loaded or discharged at the particular
219 port had been loaded or discharged at the first location only.
220 9.4 Other than as provided for in Clause 9.5, Charterers shall not be obliged to pay or
221 reimburse Owners in respect of bunkers used in connection with Vessel movements
222 under Clause 9.2 a), b) and c).
223 9.5 Where, before cargo operations are completed, the Vessel, by reason of adverse
224 weather or sea state conditions:
225 a) takes additional measures to keep her safely alongside; and/or
226 b) has to move from a particular location within the port.
227 Charterers shall reimburse 50% of additional costs directly incurred by the Owners as
228 a consequence, including, in the case of b), 50% of the cost of bunkers consumed in
229 shifting from such location and back to that or any other location within the port.
230 9.6 For the purpose of the payment of freight, the places grouped in the Section “Port and
231 Terminal Combinations” in Worldscale shall be considered as locations within a single
232 port.

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233 9.7 All time for shifting under this Clause 9 shall be accounted for in accordance with
234 Clause 11.

235 10 Notice of Readiness (NOR)


236 10.1 Upon arrival of the Vessel at each loading or discharge port the Master or Agents
237 shall tender NOR to Charterers or to their order when the Vessel is ready in all
238 respects to carry out Charterers’ orders in accordance with the provisions of this
239 Charter. Such NOR may be tendered either by email, radio or telephone, (but if NOR
240 is tendered by radio or telephone it shall be confirmed promptly by email). Owners
241 shall provide Charterers with a NOR Certificate signed by the Master and a Terminal
242 representative in respect of each port at which the Vessel loads or discharges. If the
243 Master is unable to obtain a signature from a Terminal representative, he shall
244 present a Letter of Protest (“LOP”) recording the failure of the Terminal to sign.
245 10.2 Subject to Clause 10.3, NOR shall not be tendered, nor shall the Vessel proceed to
246 berth, before the Commencement Date stated in Section G of Part 1 without
247 Charterers’ prior agreement in writing.
248 10.3 Subject to a) Owners’ approval, not to be unreasonably withheld, and b) the Vessel
249 being in all respects ready to load, the Vessel shall at Charterers’ request tender NOR
250 before the Commencement Date.
251 10.4 Notwithstanding tender of a valid NOR by the Vessel such NOR shall not be effective,
252 or become effective for the purposes of calculating laytime or demurrage unless and
253 until the following conditions have been met:
254 a) in the case of the Vessel proceeding directly to the loading or discharging
255 location, she is securely moored and her gangway, if it is to be used, is in place;
256 or
257 b) in the case of the Vessel not berthing upon arrival and being instructed to anchor,
258 she has completed anchoring at an anchorage where Vessels of her type
259 customarily anchor at the port or, if she has been instructed to wait, she has
260 reached the area where Vessels of her type customarily wait;
261 c) in the case of calls at US ports, a US Coastguard Vessel Examination Certificate
262 (“COC”) has been issued.
263 10.5 If Free Pratique (“FP”) is required at the Port and FP has not been granted at the time
264 of NOR the Master shall issue a LOP to the port authority and the facility at the port
265 as to the lack of grant of FP, and in that case (subject to Clause 10.4) the NOR shall
266 become effective for the purposes of calculating laytime or demurrage on whichever
267 is the earlier of the issue of LOP or grant of FP. However, any delay in grant of FP
268 through the fault of Owners, Agents or those on board the Vessel shall not count as
269 laytime or demurrage. Without prejudice to the validity of such NOR, the Master shall
270 in all cases re-tender NOR immediately upon any grant of FP, failing which all time
271 from the grant of FP until the sooner of a) such re-tender; b) commencement of
272 loading or discharge, as applicable, shall not count as laytime or demurrage.
273 10.6 If a valid COC is required but on tendering NOR the Vessel does not have one, or if
274 any such certification lapses after tendering NOR, then the Master shall re-tender
275 NOR immediately upon receipt of valid certification, failing which all time from receipt
276 of valid certification until the sooner of a) such re-tender; b) commencement of
277 loading or discharge, as applicable, shall not count as laytime or demurrage.

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278 11 Laytime / Demurrage


279 11.1 Charterers shall be allowed the number of hours stated in Section I of Part 1,
280 together with any additional period arising under this Clause, as laytime for loading
281 and discharging and for any other purposes of Charterers in accordance with the
282 provisions of this Charter.
283 11.2 Saturdays, Sundays and holidays shall be included in respect of laytime for loading
284 and discharging. Charterers may require the Vessel to load and discharge during the
285 night, unless loading or discharging at night is prohibited by law or regulation at the
286 loading or discharge port.
287 11.3 Save as provided elsewhere in this Charter:
288 a) laytime, for the purpose of loading, shall not commence before 06:00 hours local
289 time on the Commencement Date stated in Section G of Part 1 unless with
290 Charterers’ prior agreement in writing, in which event laytime shall commence
291 when the Vessel commences loading. If the Vessel, with Charterers’ prior
292 agreement in writing or due to Charterers instruction, has commenced loading
293 before 06:00 hours local time on the Commencement Date, then the time from the
294 commencement of loading to 06:00 hours local time on the Commencement Date
295 shall constitute additional laytime;
296 b) laytime or demurrage shall commence, at each loading and each discharge port,
297 upon the expiry of six hours after a valid NOR has become effective as
298 determined under Clauses 10.4 and 10.5, berth or no berth, or when the Vessel
299 commences loading, or discharging, whichever first occurs;
300 c) laytime or demurrage shall run until the cargo hoses have been finally
301 disconnected upon completion of loading or discharging, and the Master shall
302 procure that hose disconnection is effected promptly. However, if the Vessel is
303 detained solely for the purpose of awaiting cargo documents at the loadport for
304 more than three hours beyond the final disconnection of cargo hoses, laytime or
305 demurrage shall recommence after such period of three hours and terminate
306 upon delivery to the Vessel of a full set of correct cargo documents. If, after
307 completion of loading or discharging, the Vessel is required to proceed to an
308 anchorage for Charterers’ purposes, then the time spent moving from the berth to
309 the anchorage shall not count as part of the period of three hours referred to
310 above or as laytime or demurrage.
311 11.4 Charterers shall pay demurrage at the rate stated in Section J of Part 1 per running
312 day, and pro rata for part of a running day, for all time that loading and discharging
313 and any other time counting as laytime exceeds laytime under this Clause 11.
314 However, any delay arising from:
315 a) adverse weather;
316 b) adverse sea state conditions;
317 c) adverse tidal conditions which could not reasonably have been predicted;
318 d) blockage of access to a port due to casualty or wreck;
319 e) fire, explosion or breakdown/failure of equipment, plant or machinery in or about
320 any loading or discharge port;
321 f) act of God;
322 g) act of war;
323 h) labour dispute or strike not falling within Clause 12.1 c);
324 i) riot;
325 j) civil commotion;

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326 k) closure of, or any restriction of operation at, any port or terminal by order of any
327 local authority;
328 shall count as one half laytime or demurrage, provided always that both the cause of
329 the delay and the extent of the delay resulting could not reasonably have been
330 prevented by Charterers or Owners, as the case may be.

331 12 Laytime / Demurrage Not To Count


332 12.1 Time shall not count as laytime or demurrage when spent or lost:
333 a) subject to Clause 33.4 f), on an inward passage, including awaiting daylight, tide,
334 opening of locks, pilot or tugs or moving from an anchorage, even if topping off
335 and/or lightering has taken place at that anchorage, until the Vessel is securely
336 moored and the Vessel’s gangway, if it is to be used, is in place;
337 b) on an outbound passage to a STS location as defined in Clause 13.3, which
338 passage shall be deemed to commence upon disconnection of cargo hoses and
339 end upon the Vessel’s arrival at such location;
340 c) as a result of a labour dispute, or strike, involving tugs, pilots or the Master,
341 officers or crew of the Vessel;
342 d) as a result of arrest or detention of the Vessel, unless due to the fault of the
343 Charterers;
344 e) as a result, whether directly or indirectly, of breakdown, defect, deficiency or
345 inefficiency of, or any other cause whatsoever attributable to the Vessel, Master,
346 officers, crew, Owners or their servants or agents;
347 f) in, or in connection with, bunkering, the handling of ballast, the discharging of
348 slops, or any purpose of Owners, unless the activity is carried out concurrently
349 with loading or discharging of cargo;
350 g) by reason of an inspection on board by the relevant authority in connection with
351 the Vessel’s COC.
352 12.2 Nothing in this Clause shall be affected by the provisions of Clause 46.

353 13 Ship to Ship Transfers


354 13.1 Charterers may transfer all or part of the cargo, including by way of topping-off and
355 lightering, to or from another Vessel (the “Transfer Vessel”) at a position within the
356 agreed Charter Ranges or en route thereto (“STS Location”).
357 13.2 If such transfer (“STS Operation”) is the only cargo operation under this Charter
358 taking place at the STS Location, the STS Location shall count as a separate port and
359 the freight rate shall be calculated in accordance with Clauses 25, 26 and 28.
360 13.3 If the STS Operation takes place at a port where other cargo operations on the Vessel
361 take place then such port shall not count as a separate port or an additional berth.
362 The movement of the Vessel between such location and the berth shall not constitute
363 shifting for the purposes of Clause 9, and Charterers will reimburse any increased
364 port costs incurred by Owners in complying with Charterers’ instructions under this
365 Clause.
366 13.4 Before instructing Owners to direct the Vessel to any STS Location, Charterers shall
367 exercise due diligence to ascertain that the Vessel can always lie safely afloat at such
368 location in accordance with Clause 9.1. Any tankers, lightering barges, fendering
369 equipment or STS providers to be used in the STS Operation shall be subject to
370 Owners’ approval, not to be unreasonably withheld. Any decision by the Owners not
371 to approve any of the above shall be promptly communicated to the Charterers.

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372 13.5 Charterers shall provide and pay for all necessary equipment, including fenders and
373 cargo hoses, and may at their expense engage supervisors to attend on board the
374 Vessel, including a mooring Master, to assist in the STS Operation.
375 13.6 Subject to all the exceptions and exclusions as to laytime or demurrage, the time
376 used at a STS Location shall count as laytime or demurrage (but without prejudice to
377 Clauses 13.7 and 13.8), and shall commence in accordance with
378 Clauses 11.3 a) and b) and end when both unmooring has been completed and any
379 fenders have been removed from the Vessel.
380 13.7 Notwithstanding Clause 11.4, any delay in the STS Operation arising from adverse
381 weather and/or sea state conditions shall count in full as laytime or demurrage.
382 13.8 Where the STS location is not included in the voyage on which freight is based,
383 laytime or demurrage shall commence on tendering a valid NOR.

384 14 Loading and Discharge of Cargo


385 14.1 For the purposes of Clauses 14 and 18:
386 a) “full cargo” means the quantity of cargo stated in Section C of Part 1 or the total
387 cargo actually loaded as ascertained from the Bill of Lading quantities, whichever
388 is the greater;
389 b) “part cargo” means either the total cargo actually loaded, if less than the quantity
390 stated in Section C of Part 1, or the quantity of each parcel loaded or discharged
391 separately, as the context may require;
392 c) “bulk discharge” means the time taken by the Vessel to discharge the full cargo or
393 part cargo, as the case may be, excluding any time during which only tank
394 stripping and/or crude oil washing (“COW”) is being performed;
395 14.2 The cargo shall be pumped into the Vessel at the expense and risk of Charterers, and
396 pumped out of the Vessel at the expense and risk of Owners, in each case only so far
397 as the Vessel’s manifold.
398 14.3 Owners shall, if requested, make available the personnel, equipment and facilities on
399 board the Vessel which are required for the connection and disconnection of hoses
400 for loading and discharging. Any delay resulting from the failure by Owners to provide
401 such personnel, equipment and facilities shall not count as laytime or demurrage. The
402 Master may require shore supervision of, and approval for, the connection and
403 disconnection of hoses.
404 14.4 Owners undertake that:
405 a) the Vessel shall load cargo at the maximum safe rate and in any event shall load
406 a full cargo within a maximum period of 24 hours, or pro rata in the case of a part
407 cargo, provided always that the cargo can be supplied within such time; and
408 b) the Vessel shall discharge cargo at the maximum safe rate and in any event shall,
409 in the case of cargoes of one or more segregated grades/parcels discharged
410 concurrently or consecutively, discharge a full cargo within 24 hours, or pro rata in
411 the case of a part cargo, or shall maintain an average discharge pressure of 100
412 PSI at the Vessel’s manifold throughout the bulk discharge, provided always that
413 the cargo is capable of being received within such time or at such pressure. If
414 restrictions are imposed by the Terminal, or if physical attributes of the Terminal
415 restrict the discharge rate or pressure, Owners shall be relieved of the above
416 obligation only to any extent that such restrictions or attributes impede the
417 discharge rate or pressure. The Terminal shall have the right to gauge discharge
418 pressure at the Vessel’s manifold.

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419 14.5 Any additional time used because the Vessel is unable to discharge the full cargo
420 within 24 hours (or pro rata in the case of a part cargo) or to maintain an average
421 discharge pressure of 100 PSI at the Vessel’s manifold throughout the bulk discharge
422 (or fails to meet any lesser performance set by a Terminal restriction or arising from
423 physical attributes of the Terminal) shall be for Owners’ account and shall not count
424 as laytime or demurrage. Any such additional time is to be calculated using the
425 ASDEM Pumping Performance Formula for full or part cargo.
426 14.6 If the full cargo cannot be supplied to the Vessel at the rate requested by the Master
427 or within the time allowed in Clause 14.4 a), or if the Terminal is unable to receive the
428 full cargo within 24 hours or at an average discharge pressure of 100 PSI measured
429 at the Vessel’s manifold, the Master shall present a LOP to the Terminal, detailing any
430 Terminal restrictions and/or physical attributes as soon as they are imposed and/or
431 become apparent, and shall use all reasonable endeavours to have the LOP signed
432 by a Terminal representative. If the Master is unable to obtain a signature from a
433 Terminal representative, he shall endorse the Vessel’s copy of the said LOP with a
434 dated and timed statement recording the failure of the Terminal to sign the original
435 LOP. The Master shall ensure that any restrictions imposed by the Terminal or arising
436 from physical attributes of the Terminal are clearly recorded in the Vessel’s Pumping
437 Log.
438 14.7 Owners shall be allowed a maximum of two hours per segregated grade/parcel for
439 final draining and stripping, unless carried out concurrently with discharge of another
440 grade/parcel, and provided always that the Vessel maintains an average minimum
441 discharge pressure of 100 PSI during bulk discharge, or meets any lesser
442 performance set by a Terminal restriction or arising from physical attributes of the
443 Terminal. Any further time taken for final draining and stripping shall not count as
444 laytime or demurrage, even if bulk discharge is completed within 24 hours.
445 14.8 No claim by Owners in respect of additional time used in the cargo operations carried
446 out under this Clause 14 shall be considered by Charterers unless it is accompanied
447 by the following supporting documentation:
448 a) the Vessel’s Pumping Log signed by a senior officer of the Vessel and a Terminal
449 representative (if such a signature can be obtained) showing at hourly intervals
450 the pressure maintained at the Vessel’s manifold throughout the cargo operations;
451 and
452 b) copies of all LOPs issued, or received, by the Master in connection with the cargo
453 operations; and
454 c) copies of all other documentation, maintained by those on board the Vessel, or (to
455 the extent such can be obtained) by the Terminal, in connection with the cargo
456 operations.

457 15 Inert Gas System (IGS)


458 15.1 Owners undertake that throughout service under this Charter the Vessel shall have an
459 IGS in full working order, and unless Charterers instruct otherwise the Vessel shall
460 arrive at the loading port with her cargo tanks fully inerted and such tanks shall
461 remain so throughout the voyage and the subsequent discharging of the cargo.

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462 15.2 If Charterers so require, Owners shall arrange for the Vessel’s tank(s) to be de-
463 pressurised to facilitate gauging and sampling, or to be gas-freed to facilitate
464 inspection. If such takes place after laytime or demurrage has commenced, any time
465 taken to de-pressurise, gauge, sample and re-pressurise, or to gas-free, inspect and
466 re-inert shall count as laytime or demurrage, provided that the tank(s) inspected are
467 approved by an independent surveyor appointed by Charterers. If tank(s) are
468 inspected and rejected, time used for gas-freeing shall not count towards laytime or
469 demurrage, and laytime or demurrage shall not commence or recommence, as the
470 case may be, until such tank(s) have been re-inspected, approved by Charterers’
471 inspector, and re-inerted. Charterers shall reimburse Owners for bunkers consumed
472 for gas-freeing/re-inerting.

473 16 Closed Cargo Sampling


474 If the Vessel’s closed sampling equipment is used, such equipment must be clean and free of
475 contaminants. Any delay caused by contamination in such equipment shall not count as
476 laytime or demurrage and any other loss, damage or expense whatsoever shall be for
477 Owners’ account.

478 17 Oily Residues and Ballast Water


479 17.1 If at any time requested by Charterers, Owners shall email to Charterers details of the
480 origin, composition and estimated tonnage of slops, if any, onboard, giving separate
481 estimates for oil and water.
482 17.2 At the loading port, in conjunction with cargo suppliers the Master shall arrange for
483 the quantity of all segregated slops to be measured (inclusive of any water) and shall
484 note the result in the Vessel’s ullage record. The Master shall also provide Charterers
485 with a slops certificate, if practicable signed by a Terminal representative.
486 17.3 Without prejudice to Clause 5.2, Charterers may instruct Owners to load the cargo on
487 top of slops and to discharge such slops together with the cargo. No freight shall be
488 payable in respect of such slops. If the Terminal requires ballast to be discharged
489 ashore, Charterers shall not be liable to pay any resulting Worldscale freight
490 differential, but (upon receipt from Owners of full supporting documentation) shall
491 reimburse Owners’ actual cost, but only for quantities of ballast up to a maximum
492 tonnage equivalent to 30% of the Vessel’s current summer deadweight.

493 18 Crude Oil Washing (COW)


494 18.1 If the Vessel is equipped with a COW system, Owners undertake that it is in full
495 working order and that the Master, officers and crew are properly qualified (as
496 evidenced by appropriate certification) and experienced in its operation.
497 18.2 Owners shall carry out COW concurrently with cargo discharge, and the Master shall
498 provide a COW log identifying each tank washed, and stating whether the Vessel has
499 been washed to the MARPOL minimum standard (as set out in the Vessel’s Crude Oil
500 Washing Operation and Equipment Manual) or has been the subject of additional
501 COW, if ordered by Charterers.
502 18.3 When the Vessel carries out COW to the MARPOL minimum standard there shall be
503 no increase in the time allowed for discharge of the cargo, but if Owners carry out
504 additional COW as instructed by Charterers the period referred to in Clause 14.4 b)
505 shall be increased by 25%.

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506 19 Hydrogen Sulphide and Mercaptans


507 19.1 Owners undertake that:
508 a) the Vessel shall at all times comply with the ISGOTT recommendations;
509 b) before tendering NOR and prior to berthing at any loading port the H2S and
510 mercaptans levels in the Vessel’s tanks shall comply with any limits set by
511 national or local law, rule, regulation or port requirement.
512 19.2 Any time lost due to the Vessel not meeting the above requirements shall not count
513 as laytime or demurrage, and any resulting losses will be for Owners’ account.
514 19.3 Where the intended cargo may result in H2S in the vapour space, the Master shall:
515 a) request shore-side H2S readings in liquid and vapour and a Safety Data Sheet
516 (“SDS”) from the Terminal before loading, copying these to Charterers and issuing
517 a LOP if they are not provided; and
518 b) as soon as possible on completion of loading, test the cargo vapour spaces for
519 H2S levels, in ppm by volume, and inform Charterers of the results.
520 19.4 Notwithstanding any other cargo tank vapour tests carried out following Charterers’
521 instructions, Owners shall test the cargo tank vapour spaces for H2S 48 to 24 hours
522 before arrival at any port, and shall inform Charterers and the Terminal of the result, in
523 ppm by volume, at least 24 hours before arrival.
524 19.5 If at any discharge port the Vessel has to purge the cargo tanks in order to meet the
525 H2S or mercaptans provisions under any national or local law, rule, regulation or port
526 requirement, provided Owners have obtained Charterers’ written permission before
527 commencing such purging, and provided Owners demonstrate that the sole reason
528 for the requirement to purge was the characteristic of the cargo, the costs thereof will
529 be for Charterers’ account and any time lost will count as laytime or demurrage.

530 20 Cargo Temperature


531 20.1 Charterers may instruct Owners to raise the temperature of the cargo above the
532 loaded temperature up to the maximum at Section B.19 b) of Part 1 in each of the
533 Vessel’s cargo tanks, provided that the voyage duration permits the temperature rise
534 required. Charterers shall reimburse Owners for the resulting additional bunkers
535 consumed.
536 20.2 Charterers may instruct Owners to maintain the cargo temperature up to the Vessel’s
537 maximum at Section B.19 b) of Part 1 throughout the laden voyage and discharge.
538 Any costs of, and associated with, maintaining temperature under this Clause 20.2
539 shall be for Owner’s account.
540 20.3 If Owners are instructed to raise and/or maintain the cargo temperature under
541 Clauses 20.1 or 20.2, the Master shall, as part of the noon report under Clause 5.5,
542 advise Charterers of the cargo temperature in each cargo tank. When requested,
543 Owners shall provide Charterers with the Vessel’s tank temperature records for the
544 whole laden voyage.

545 21 Cargo Retention


546 21.1 If any cargo remaining on board the Vessel upon completion of discharge (“ROB”) is
547 judged by an independent surveyor appointed by Charterers (“the Surveyor”) to be
548 liquid and pumpable, or if the ROB would have been so if Owners had followed
549 Charterers’ instructions, then Charterers may deduct from freight the value of such
550 ROB (calculated on the basis of the free on board value at the loading port) plus the
551 freight on it calculated in accordance with Clause 28.

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552 21.2 Any ROB shall be regarded as liquid and pumpable if a) sampling and testing
553 (performed as soon as practicable after sampling) shows that it had a kinematic
554 viscosity of less than 600 centistokes at its temperature when sampled, or at the
555 temperature it would have had if Charterers’ heating instructions had been complied
556 with; or b) judged by the Surveyor to have been so at the time of the cargo tank
557 survey.
558 21.3 The Surveyor’s findings shall be final and binding upon Owners and Charterers, save
559 only in cases of obvious arithmetical error.
560 21.4 If Owners are liable to a Bill of Lading holder resulting from non-delivery of any cargo
561 in respect of which a deduction from freight is made under this Clause, Charterers will
562 indemnify Owners up to the total amount deducted.
563 21.5 This Clause refers solely to ROB from the cargo loaded under this Charter, and any
564 measured and reported volume on board prior to loading (which shall not include
565 slops) shall be deducted from any calculation made under this Clause.

566 22 Even Keel


567 If for any reason the Vessel is unable to trim to even keel for arrival at a discharge port
568 Owners shall notify Charterers by email stating the Vessel’s expected arrival draft forward
569 and aft. Such notification shall be given as soon as practicable after Owners have received
570 Voyage Orders.

571 23 Under Keel Clearance


572 23.1 Notwithstanding any provision in this Charter to the contrary.
573 a) Owners will in the performance of their obligations under this Charter, in particular
574 under Clauses 5.1 and 5.2, fully acquaint themselves and at all times comply with
575 BP’s Under Keel Clearance Policy.
576 b) In particular, Owners will ensure that the aggregate cargo intake is such that, at
577 all stages of the voyage and after taking into account environmental and physical
578 factors and Squat experienced by the Vessel, the Vessel’s Under Keel Clearance
579 is at no time less than 1.5% of the Vessel’s extreme breadth or 30cm, whichever
580 is the greater.
581 23.2 It shall be the sole duty of Owners to inform the Charterers, prior to loading, of the
582 Vessel’s maximum cargo intake which allows for compliance with BP’s Under Keel
583 Clearance Policy at nominated ports or berths or such other ports or berths as may
584 be advised by Charterers, and to ensure that such maximum intake is not exceeded,
585 Owners remaining at all times solely responsible for determining the Vessel’s correct
586 sailing drafts.
587 23.3 If any loss or damage is caused by non-compliance with BP’s Under Keel Clearance
588 Policy and/or by the Vessel’s Under Keel Clearance being less than 1.5% of the
589 Vessel’s extreme breadth or 30cm, whichever is the greater, any and all such loss or
590 damage shall be deemed to result solely from Owners’ breach of this Clause and
591 none from any breach by Charterers of any part of Clause 9.1.
592 23.4 Owners expressly agree that if and to the extent that the Charterers, their servants or
593 agents provide or have provided any information to Owners relating to any depth,
594 draft, environmental and/or physical factor, squat and/or under keel clearance at any
595 location:

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596 a) Such information is or has been provided by or on behalf of the Charterers always
597 expressly without:
598 1) any liability or assumption of responsibility of whatsoever nature;
599 2) any warranty or representation whatsoever as to the content, completeness
600 and/or accuracy of any such information;
601 3) prejudice to, or waiver or variation of any kind of, Owners’ obligations
602 howsoever arising under the Charter.
603 b) Owners will not in any way rely upon any such information in rendering
604 performance and/or discharging any obligation howsoever arising under the
605 Charter.
606 23.5 Unless with Charterers’ prior agreement in writing, the Vessel shall not perform any
607 over the tide operation.

608 24 Revised Voyage Orders


609 24.1 Charterers may issue revised Voyage Orders and instruct the Vessel to stop and
610 await orders and/or proceed to an alternative loading or discharge port within the
611 Charter Ranges.
612 24.2 If, due only to compliance with such revised Voyage Orders, the Vessel suffers delay
613 causing her to arrive after the applicable Cancelling Date under Clause 7, the
614 applicable Cancelling Date shall be extended by the period of such delay.
615 24.3 Charterers shall pay all increased costs and charges following compliance with such
616 revised Voyage Orders, in particular:
617 a) any time awaiting orders shall count as laytime or demurrage;
618 b) the difference in steaming time, at the Charter Speed, between the Vessel’s route
619 if it had gone directly to the revised location and the Vessel’s actual route to that
620 location, shall count as laytime or demurrage. Charterers shall also pay Owners
621 for the additional bunkers consumed.

622 25 Interim Ports


623 25.1 Charterers may order the Vessel to load and/or discharge at additional ports within
624 the Charter Ranges.
625 25.2 If the Freight Rate stated in Section H of Part 1 is not on a Worldscale basis and the
626 freight for a voyage which includes such additional ports is not expressly provided for,
627 then:
628 a) Charterers shall reimburse additional port costs incurred by Owners by reason of
629 the Vessel calling at such additional ports;
630 b) the time it would take to steam the additional distance at the Charter Speed shall
631 count as laytime or demurrage, such distance being the distance by which the
632 actual voyage including such additional ports exceeds the voyage on which
633 freight is based;
634 c) Charterers shall reimburse Owners in respect of additional bunkers consumed in
635 steaming the additional distance, and all bunkers consumed at additional ports
636 other than idle bunkers consumed during periods when laytime or demurrage is
637 running.
638 25.3 Laytime or demurrage shall commence upon tendering a valid NOR at the additional
639 ports and end on dropping last outward pilot, and all other provisions in respect of
640 laytime or demurrage shall apply except Clauses 12.1 a) and b).

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641 26 Backloading
642 26.1 At any load or discharge port within the Ranges stated in Sections E and F of Part 1,
643 Charterers may order the Vessel to discharge and backload a full or part cargo (falling
644 within Sections C and D of Part 1) for final discharge at a port within the Ranges
645 stated in Section F of Part 1.
646 26.2 If the Freight Rate stated in Section H of Part 1 is on a Worldscale basis, freight shall
647 be calculated in accordance with Worldscale for the whole Voyage on the largest
648 quantity of cargo carried at any stage of the Voyage or the minimum cargo quantity if
649 stated in Section C of Part 1 whichever is the greater.
650 26.3 Subject always to Clauses 11 and 12, all time used to backload cargo (including any
651 time spent shifting, or performing any required tank preparation) shall count as
652 laytime or demurrage, and Charterers shall reimburse additional port costs including
653 agency fees incurred by Owners and the cost of all bunkers consumed other than idle
654 bunkers during periods when laytime or demurrage is running.

655 27 Virtual Arrival


656 27.1 Subject always to the Vessel’s minimum safe speed, Charterers may instruct Owners
657 to proceed at a speed (“the Set Speed”) such that the Vessel will reach the discharge
658 port at a particular date and time. Appointed and paid directly by Charterers, a
659 weather service company (“the Routeing Company”) will calculate the Set Speed, and
660 Owners will proceed at that speed, subject to Charterers at any stage ordering any
661 further change(s) in speed. If, due only to Charterers’ instructions under this Clause,
662 the Vessel proceeds below the Charter Speed, any extra passage time will be dealt
663 with under this Clause and not otherwise. Any ordered increase from the Set Speed
664 up to and including the Charter Speed shall not result in any additional bunker
665 payment, under Clause 5 or otherwise.
666 27.2 Upon completion of the voyage, any extra passage time will be calculated by the
667 Routeing Company, based on that company’s weather information, wave and speed
668 projections and any other relevant data which it may have or reasonably require (such
669 to include the Vessel’s actual speed and consumption data) which Owners will
670 provide. Such calculation shall be final and binding save only in cases of obvious
671 arithmetical error, and any extra passage time shall count as laytime or demurrage.
672 27.3 Upon completion of the voyage, Owners will send to Charterers and the Routeing
673 Company their related bunker consumption records. Any bunker cost savings arising
674 from Charterers’ instructions under this Clause (calculated by the Routeing Company)
675 will be shared equally between Owners and Charterers. Charterers’ share to be (in
676 their option) deducted from demurrage or separately reimbursed by Owners.
677 27.4 All carbon credits gained under this Clause shall be recorded by Charterers.

678 28 Freight and Dues


679 28.1 Any provision in this Charter relating to payment of sums by Charterers is subject to
680 this Clause (but always without prejudice to Clause 39).
681 28.2 In connection with any obligation of Charterers to make payment under this Charter,
682 Owners will provide such supporting or further supporting documentation as
683 Charterers may reasonably request.
684 28.3 The Freight Rate is as stated in Section H of Part 1. If the cargo quantity stated in
685 Section C of Part 1 is a minimum quantity, freight shall be paid for any cargo loaded
686 in excess of such minimum quantity at the Overage rate stated in Section H of
687 Part 1, unless lump sum freight has been agreed, in which case no Overage is
688 payable.

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689 28.4 Lump sum freight shall be in respect of the overall voyage, from the first loading port
690 to the final discharge port.
691 28.5 Freight shall not be due until, and shall be payable immediately after, completion of
692 discharge, on the gross quantity of cargo loaded as evidenced by the Bills of Lading,
693 less a) any sum derived from the operation of Clauses 21 and 38; b) any
694 disbursements or advances made to the Master or Agents; c) any sums payable by
695 Owners under this Clause 28 provided that no freight shall be payable on any
696 quantity that (at any stage of the voyage) submerges the marks appropriate under the
697 International Load Line Convention 1966.
698 28.6 All payments to Owners under this Charter shall be remitted to the account stated in
699 Section K of Part 1.
700 28.7 The Freight under this Charter shall be invoiced separately from other items claimed
701 by Owners.
702 28.8 If freight is based on Worldscale,
703 a) unless a due or charge is expressly stated under Section 5 of Part B of the
704 Preamble to Worldscale to be for Charterers’ account, any such due or charge
705 shall be for Owners’ account.
706 b) dues and other charges payable by Charterers under Section 5 of Part B of the
707 Preamble to Worldscale shall in the first instance be paid by Owners, and
708 Charterers shall reimburse Owners upon receipt of all supporting invoices.
709 c) if Charterers order the Vessel to load and/or discharge at additional ports, freight
710 shall be calculated by reference to the voyage performed.
711 28.9 If freight is not based on Worldscale but calculated on some other basis (such as,
712 without limitation, a lump sum amount or an amount per tonne):
713 a) Charterers shall not be liable for any costs covered by Worldscale under a fixed or
714 variable freight differential (Section D of Worldscale), such costs being deemed
715 to be included in the agreed freight. However Charterers shall be liable for any
716 due or charge which is expressly stated under Section 5 of Part B of the
717 Preamble to Worldscale to be for Charterers’ account.
718 b) if Charterers order the Vessel to load and/or discharge at additional ports, in the
719 absence of an agreed adjustment to the freight the provisions of Clause 25 shall
720 apply.
721 28.10 If a charge is imposed upon Charterers by reason of the Vessel’s prolonged
722 occupation of a berth for reasons beyond the control of Charterers, their servants or
723 agents, such charge shall be paid by Owners.

724 29 Vessel / Cargo Inspections / Bunker Surveys


725 29.1 Charterers may by their representative (including an independent surveyor) inspect
726 the Vessel and/or observe cargo operations and/or ascertain the quantity and quality
727 of the cargo, bunkers, water and residues on board, such inspection to include taking
728 cargo samples, inspecting and copying the Vessel’s logs, documents and records
729 (including the personal notes of the crew, the rough log book and computer-generated
730 data) at any loading and/or discharge port. At any time Charterers may require the
731 Master to divert the Vessel to any port for such purposes, and may there carry out
732 any of the above. Charterers shall obtain the consent of the owners of any cargo on
733 board at the time before requiring the Vessel to divert.
734 29.2 Charterers may survey, and take samples from, any or all of the Vessel’s cargo tanks,
735 bunker tanks and non-cargo spaces at any place referred to above.

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736 29.3 Charterers’ exercise of, or failure to exercise, any of their rights under this Clause 29
737 shall be entirely without prejudice to the respective rights and obligations of the
738 parties.
739 29.4 Any delay arising solely as a result of any inspection, survey or sampling under this
740 Clause 29 shall count as laytime or demurrage.
741 29.5 If Charterers require the Vessel to divert under this clause then any costs will be
742 calculated in accordance with Clause 24.3.
743 29.6 If, to facilitate access of their representative to the Vessel or other locations for the
744 purposes of Clause 29.1 and 29.2 (“the Purpose”), the Charterers furnish to the
745 Owners and/or their agents personal details (“Personal Data”) of their representative,
746 such as, without limitation, full name, date of birth, passport or similar identification
747 documentation, the Owners shall:
748 a) comply with all applicable Data Protection laws in connection with the Personal
749 Data;
750 b) only process or otherwise deal with the Personal Data in connection with and for
751 the fulfilment of the Purpose, and not otherwise;
752 c) procure that their agents or other persons in receipt of the Personal Data on
753 behalf of the Owners comply with Clause 29.6 a) and b).

754 30 Bills of Lading


755 30.1 Bills of Lading shall be signed as Charterers direct, without prejudice to this Charter.
756 Charterers hereby indemnify Owners against:
757 a) all liabilities that may arise from signing Bills of Lading in accordance with the
758 directions of Charterers to the extent that the terms of such Bills of Lading impose
759 more onerous liabilities than those assumed by Owners under the terms of this
760 Charter; and
761 b) claims brought by holders of Bills of Lading against Owners alleging deviation or
762 diversion because of any order from Charterers under Clauses 24, 25 or 29.
763 30.2 All Bills of Lading issued under this Charter shall be deemed to contain the War
764 Risks, Established Threat of Piracy, Both-to-Blame Collision and New Jason Clauses
765 below.
766 30.3 Charterers may require Owners to ensure that any Bill of Lading under this Charter
767 (whether or not signed on behalf of Owners) is issued and signed in electronic form
768 and transmitted electronically using the ESS-Databridge (such Bill of Lading an
769 “eDoc”) in accordance with the terms and conditions of the ESS-Databridge Services
770 & Users Agreement as amended from time to time in accordance with its terms (“the
771 DSUA”).
772 30.4 An eDoc shall be deemed to satisfy any applicable law, contract term, custom or
773 practice requiring that any Bill of Lading issued under this Charter be made or
774 evidenced in paper format and/or in writing and/or signed.
775 30.5 A Bill of Lading does not impose more onerous liabilities than those assumed by
776 Owners under this Charter by reason of being in electronic form using the ESS-
777 Databridge (or being later converted to paper in accordance with the DSUA), rather
778 than being issued in paper form.
779 30.6 If produced in accordance with the terms of the DSUA, any eDoc shall be deemed
780 available at the discharge port, so as not to invoke Clause 30.7.

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781 30.7 If an original Bill of Lading is not available at any discharge port to which the Vessel
782 may be ordered by Charterers under this Charter, or if Charterers require Owners to
783 deliver cargo to a party or at a port other than as set out in the Bill of Lading, then
784 Owners shall nevertheless discharge such cargo in compliance with Charterers’
785 instructions, upon presentation by the consignee nominated by Charterers (“the
786 Receiver”) of reasonable identification to the Master and in consideration of
787 Charterers indemnifying Owners in the manner prescribed in the form of letter of
788 indemnity agreed and published from time to time by the International Group of P&I
789 Clubs addressing the relevant circumstances. Such indemnity shall be deemed to
790 have been given when Charterers issue instructions to Owners pursuant to this
791 Clause. Charterer’s liability under such indemnity shall a) in no case exceed twice the
792 CIF value of the cargo at the discharge port on completion of discharge; b) cease
793 three years after disconnection of hoses at the discharge port unless beforehand
794 Charterers have received from Owners written notice of a claim under it.

795 31 Additional Cargo Operations and Indemnities


796 31.1 Charterers may request Owners to do any of the following (“the requested activity”):
797 a) load, carry and discharge cargo in breach of the Vessel’s natural segregation;
798 b) shore line flushing/plugging;
799 c) introduce additives to the cargo;
800 d) commingle cargoes;
801 e) blend cargoes.
802 31.2 In consideration of Owners complying with the requested activity Charterers shall be
803 deemed to provide an undertaking to the Owners in the following terms:
804 a) To indemnify Owners, their servants and agents and to hold each and all
805 harmless in respect of any liability, loss, damage or expense of whatsoever nature
806 caused by the requested activity, except to the extent that such liability, loss,
807 damage or expense could have been avoided by the exercise of due diligence.
808 b) In the event of any proceedings being commenced against Owners or any of their
809 servants or agents in connection with the requested activity, to provide them on
810 demand with sufficient funds to defend the same.
811 c) If, in connection with the requested activity, the Vessel, or any other Vessel or
812 property in the same or associated ownership, management or control, should be
813 arrested or detained or should the arrest or detention thereof be threatened, or
814 should there be any interference in the use or trading of the Vessel (whether by
815 virtue of a caveat being entered on the Vessel’s registry or otherwise howsoever),
816 to provide on demand such bail or other security as may be required to prevent
817 such arrest or detention or to secure the release of such Vessel or property or to
818 remove such interference and to indemnify Owners in respect of any liability, loss,
819 damage or expense caused by such arrest or detention or threatened arrest or
820 detention or such interference, whether or not such arrest or detention or
821 threatened arrest or detention or such interference may be justified.
822 d) Liability under this undertaking shall:
823 1) in no case exceed twice the CIF value of the cargo at the discharge port on
824 completion of discharge;
825 2) cease three years after disconnection of hoses at the discharge port unless
826 beforehand Charterers have received from Owners written notice of a claim
827 under it.
828 e) This undertaking shall be governed by and construed in accordance with English
829 law.

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830 31.3 If the requested activity is to introduce additives:


831 a) Charterers warrant that any cargo into which additives shall be introduced shall
832 be stable and compatible and that no precipitation of solid deposits in cargo
833 tanks, pipes, pumps, valves will occur;
834 b) any such additivisation shall be always in strict compliance with safety rules, and
835 subject to the technical characteristics of the Vessel;
836 c) any additional costs incurred as a result of additivisation operations shall be for
837 Charterers’ account.
838 31.4 If the requested activity is to blend cargoes:
839 a) Charterers warrant that any cargoes to be blended on board shall be stable and
840 compatible and that no precipitation of solid deposits in cargo tanks, pipes,
841 pumps, valves will occur, and it is further agreed that;
842 b) such blending shall be always in strict compliance with safety rules and subject to
843 the technical characteristics of the Vessel;
844 c) any additional costs incurred as a result of blending operations shall be for
845 Charterer’s account;
846 d) Charterers shall return to Owners for cancellation all three originals of all Bills of
847 Lading issued in respect of the cargoes being blended. Upon return of these,
848 Owners will issue replacement Bills of Lading in respect of the blended cargo,
849 which will state on their face both:
850 1) the details from the Bills of Lading pursuant to which the cargoes were
851 originally loaded, including the nature of the cargo, the original quantity loaded
852 and the date and place of loading; and
853 2) the place and date that the blending took place.

854 32 Liberty
855 32.1 The Vessel shall have liberty to sail with or without pilots, to tow or go to the
856 assistance of Vessels in distress and to deviate for the purpose of saving life and
857 property, or for any other reasonable purpose.
858 32.2 Unless with Charterers’ prior written consent, not to be unreasonably withheld, the
859 Vessel shall not after tendering NOR at the first loading port stop or deviate for
860 bunkering whilst laden, always without prejudice to Owners’ obligation under
861 Clause 6.2 to include details of and take into account anticipated bunkering
862 requirements in all ETAs.

863 33 Ice
864 33.1 If during passage to a port, the port is or becomes inaccessible by reason of ice, the
865 Master shall by email immediately request revised Voyage Orders. The accessibility
866 of the port shall be determined by the Master having regard to the Class and design
867 capability of the Vessel.
868 a) Pending receipt of revised Voyage Orders the Vessel shall remain outside the
869 area affected.
870 b) Upon receipt of the Master’s request for revised Voyage Orders, Charterers shall
871 instruct Owners to proceed to an alternative accessible port within the Charter
872 Ranges where there are facilities for loading or discharging the cargo.

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873 c) Freight shall be paid at the Charter rate applicable to such alternative port, and
874 any time lost awaiting revised Voyage Orders shall count as laytime or
875 demurrage. Any additional time taken to steam to the alternative port compared to
876 the time it would have taken to proceed there directly (calculated by reference to
877 the Charter Speed) shall count as laytime or demurrage, and Charterers shall pay
878 Owners for the additional bunkers consumed.
879 33.2 If, on or after the Vessel's arrival at a port, there is a danger of the Vessel being
880 frozen in, the Vessel shall proceed to the nearest accessible position, and at the
881 same time the Master shall by email request revised Voyage Orders. Charterers shall
882 then order Owners either to:
883 a) proceed to an alternative accessible port, within the Charter Ranges, where there
884 is no danger of the Vessel being frozen in and where there are facilities for
885 loading or discharging cargo, and the sums payable in respect of freight,
886 additional steaming time and additional bunkers shall be calculated as in
887 Clause 33.1 c); or
888 b) return to and load or discharge at the port originally nominated, in which case if,
889 during any time until the Vessel passes the ice edge outbound, there is any delay
890 due solely to ice, such shall count as laytime or demurrage; or
891 c) remain at the accessible position and await orders, in which case any time doing
892 so shall count as laytime or demurrage.
893 Any costs incurred solely by reason of the Vessel proceeding to the nearest
894 accessible position to avoid being frozen in shall be borne equally between Owners
895 and Charterers.
896 33.3 Unless with Charterers' prior agreement in writing, the Vessel shall not transit the
897 Northern Sea Route or the Northwest Passage.
898 33.4 If the Vessel is ice classed or strengthened:
899 a) Charterers may require the Vessel to breach INC limits and/or follow ice-breakers,
900 subject always to the Vessel’s Class and design capability. Any extra insurance
901 premium, all ice dues and the costs of any ice-breakers or ice advisors shall be
902 for Charterers’ account;
903 b) the Vessel shall not enter areas where the published data (as issued by the local
904 coastguard and/or other competent authorities) indicates that the ice is thicker
905 than that for which the Vessel is classed;
906 c) the navigation and safety of the Vessel shall remain the responsibility of the
907 Master;
908 d) if the ice edge is not within port limits the Master shall give written notice to
909 Charterers of the Vessel’s arrival at the ice edge;
910 e) if the ice edge is within port limits, Clause 10 and all other charter provisions
911 including Clause 12 as to laytime and demurrage shall apply;
912 f) all time lost at the ice edge awaiting ice breakers and/or the arrival of the ice
913 advisor and/or pilot and all time lost in slow steaming due to ice conditions shall
914 count as laytime or demurrage;
915 g) if the Vessel is proceeding to the first load port and the ice edge is not within port
916 limits, the cancelling date shall be extended by the time lost under Clause 33.4 f).

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917 34 War Risks


918 34.1 For the purpose of this Clause 34 the words:
919 a) “Owners” shall include the ship Owners, bareboat charterers, disponent owners,
920 managers or other operators who are charged with the management and/or
921 operation of the Vessel, and the Master; and
922 b) “War Risks” shall include any war (whether actual or threatened), act of war, civil
923 war, hostilities, revolutions, rebellion, civil commotion, warlike operations, the
924 laying of mines (whether actual or reported), acts or attempted acts of piracy
925 (other than as dealt with in Clause 35), acts or attempted acts of terrorists, acts or
926 attempted acts of hostility or malicious damage, blockades (whether imposed
927 against all Vessels or selectively against Vessels of certain flags or Ownership, or
928 against certain cargoes or crews or otherwise howsoever), by any person, body,
929 terrorist or political group, or the government of any state whatsoever, which, in
930 the reasonable judgment of the Owners, is/are likely to be or to become
931 dangerous to the Vessel, her cargo, crew or other persons on board.
932 34.2 If, at any time before the Vessel commences loading, it appears, in the reasonable
933 judgment of the Owners, that performance of the contract of carriage, or any part of it,
934 is likely to expose the Vessel, her cargo, crew or other persons on board to War
935 Risks, Owners may give notice to Charterers cancelling this Charter, or may refuse to
936 perform such part of it as is likely to expose the Vessel, her cargo, crew or other
937 persons on board to War Risks, provided always that if either Section E or Section F
938 of Part 1 provides for a loading or discharging Range, as the case may be, and the
939 Vessel, her cargo, crew or other persons on board is/are likely to be exposed to War
940 Risks at the port originally nominated, then Owners shall first require Charterers to
941 nominate an alternative port within the relevant Range, and may only cancel this
942 Charter if Charterers have not nominated an alternative port within 48 hours of receipt
943 of such request.
944 34.3 Owners shall not be required to continue to load cargo for any voyage, or to sign Bills
945 of Lading for any port, or to proceed or continue on any voyage, or on any part
946 thereof, or to proceed through any canal or waterway, or to proceed to or remain at
947 any port whatsoever, where it appears, at any stage after the loading of the cargo
948 commences and before discharge is completed, that, in the reasonable judgment of
949 the Owners, the Vessel, her cargo, crew or other persons on board is/are likely to be
950 exposed to War Risks. In that case Owners may, by email, request Charterers to
951 nominate a suitable port for the discharge of the cargo or any part of it, and if within
952 48 hours of the receipt of such email Charterers have not nominated such a port,
953 Owners may discharge the cargo at any suitable port of their choice (including the
954 loading port) in complete fulfillment of their obligations under this Charter. Owners
955 shall be entitled to recover from Charterers any extra expenses arising from such
956 discharge and, if the discharge takes place at any port other than the loading port, to
957 receive the full freight as though the cargo had been carried to the discharge port
958 originally nominated. Any additional period by which the steaming time taken to reach
959 the port at which the cargo is discharged exceeds the time which would have been
960 taken had the Vessel gone directly to the discharge port originally nominated, and
961 bunkers consumed during any such additional period, shall be calculated and
962 compensated in accordance with Clause 24.3. Any increased port, canal or waterway
963 expense incurred by Owners due to the Vessel discharging at a port other than that
964 originally nominated shall be for Charterers’ account and Charterers shall reimburse
965 to Owners any amounts due under this Clause 34 upon receipt of Owners’ invoice
966 together with full supporting documentation.

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967 34.4 If at any time after the loading of the cargo commences, it appears, in the reasonable
968 judgment of the Owners, that the Vessel, her cargo, crew or other persons on board
969 is/are likely to be exposed to War Risks on any part of the route (including any canal
970 or waterway) which is normally and customarily used in a voyage of the nature
971 contracted for, and there is another longer route to the discharge port, Owners may
972 give notice to Charterers that this route should be taken. In such case this Charter
973 shall be read in respect of freight and all other conditions whatsoever as if the voyage
974 performed were that originally designated.
975 34.5 In all of the above events, the Vessel shall have liberty:
976 a) to comply with all orders, directions, recommendations or advices as to departure,
977 arrival, routes, sailing in convoy, ports of call, stoppages, destinations, discharging
978 of cargo, delivery or in any other way whatsoever which are given by the
979 government of the State under whose flag the Vessel sails, or other government
980 to whose laws Owners are subject, or with the requirements of any other
981 government or any legally established body or group acting with the power to
982 compel compliance with their orders or directions;
983 b) to comply with the orders, directions or recommendations of any war risks
984 underwriters who have the authority to give the same under the terms of the war
985 risks insurance applicable to the Vessel;
986 c) to comply with the terms of any resolution of the Security Council of the United
987 Nations, any directives of the European Community, the effective orders of any
988 other supranational body which has the right to issue and give the same, and with
989 national laws aimed at enforcing the same to which Owners are subject, and to
990 obey the orders and directions of those who are charged with their enforcement;
991 d) to discharge at any port any cargo or part thereof which may render the Vessel
992 liable to confiscation as a contraband carrier;
993 e) to call at any port to change the crew or any part thereof or other persons on
994 board the Vessel if there is good reason to believe that they may be subject to
995 internment, imprisonment or other sanctions;
996 f) to take whatever preventive measures may (in the reasonable judgment of the
997 Owners) be or prove necessary to protect the Vessel, her crew and cargo,
998 including but not limited to re-routeing, proceeding in convoy, using escorts,
999 avoiding day or night navigation, adjusting speed or course, or engaging security
1000 personnel or equipment on or about the Vessel.
1001 34.6 If Owners deploy armed or unarmed security personnel on or about the Vessel:
1002 a) Owners will advise Charterers accordingly and will indemnify and hold Charterers
1003 harmless for any and all costs, losses and/or damages arising out of and/or in
1004 connection with the carriage and/or any use of the security personnel’s weapons;
1005 b) all disbursement costs associated with such personnel shall be for Owners’
1006 account, and such personnel will be employed under the supervision, control and
1007 responsibility of the Master.
1008 34.7 Owners warrant that:
1009 a) they will follow the latest version of any relevant industry guidelines on the
1010 employment of a security team in existence at the time of signing of any security
1011 contract;
1012 b) weapons are carried, embarked, disembarked and moved between ports and/or
1013 places with the necessary licenses and in accordance with the laws of the Flag
1014 State and any other applicable national laws and will be declared by Owners at all
1015 ports designated by Charterers;

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1016 c) the presence of security personnel is solely to protect the Vessel, her cargo, crew
1017 and other persons on board.
1018 34.8 If in compliance with Clause 34.5 anything is done or not done, such shall not be
1019 deemed to be a deviation, but shall be considered as due fulfilment by the party
1020 concerned of its obligations under this Charter.
1021 34.9 This Clause shall be incorporated into any Bill of Lading issued pursuant to this
1022 Charter.

1023 35 Established Threat of Piracy


1024 35.1 Owners and Charterers agree that if at the time of entering into this Charter there is
1025 an established threat of piracy in any area to or through which the Vessel might be
1026 ordered, then the provisions of this Clause will apply and will prevail over any contrary
1027 provision.
1028 35.2 For transits of the Red Sea, Gulf of Aden, Arabian Sea and western parts of the
1029 Indian Ocean, Owners will ensure that the Vessel is registered with the Maritime
1030 Security Centre Horn of Africa (“MSCHOA”) in Northwood, UK and the UK Maritime
1031 Trade Operations Centre (“UKMTO”) in Dubai, or such other organizations as may
1032 from time to time take over the responsibilities of MSCHOA or UKMTO. Even if the
1033 Vessel is escorted by a naval Vessel, Owners are required to register with MSCHOA
1034 and UKMTO and will provide Charterers with position reports when requested.
1035 35.3 Owners warrant that for such transits they have an on-board piracy attack response
1036 plan and that they will take reasonable preventive measures to protect the Vessel, her
1037 cargo, crew and other persons on board from the threat of piracy, including but not
1038 limited to the measures set out in the following publications:
1039 a) MSCHOA’s “Best Management Practice – Piracy off the Coast of Somalia and
1040 Arabian Sea Area”;
1041 b) UKHO’s “Anti-piracy planning chart, Red Sea, Gulf of Aden and Arabian Sea
1042 (Q6099)”;
1043 c) Recommendations and Guidelines of the IMO, including the “Code of Conduct
1044 concerning the Repression of Piracy and Armed Robbery against Ships in the
1045 Western Indian Ocean and the Gulf of Aden”, agreed in Djibouti in January 2009,
1046 “Guidance to ship Owners and ship Operators, ship Masters and crews on
1047 preventing and suppressing acts of piracy and armed robbery against ships
1048 (MSC.1/Circ.1334)”, and “Recommendations to Governments for preventing and
1049 suppressing piracy and armed robbery against ships (MSC.1/Circ.1333)”; and
1050 d) UKHO’s “Maritime Security Chart, West Africa including Gulf of Guinea voluntary
1051 reporting system (Q6114)”.
1052 35.4 The Vessel shall have the liberties set out at Clauses 34.5 a), b), c) and f).
1053 35.5 If Owners’ deploy armed or unarmed security personnel on or about the Vessel the
1054 provisions of Clauses 34.6 and 34.7 shall apply.
1055 35.6 If in compliance with Clause 35.4 anything is done or not done, such shall not be
1056 deemed to be a deviation, but shall be considered as due fulfilment by the party
1057 concerned of its obligations under this Charter.
1058 35.7 This Clause shall be incorporated into any Bill of Lading issued pursuant to this
1059 Charter.

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1060 36 War Risks Additional Expenditure


1061 36.1 Owners shall effect war risks insurance in respect of the Hull and Machinery of the
1062 Vessel and their other interests (including, but not limited to, loss of earnings and
1063 detention, the crew and their Protection and Indemnity risks), and the general
1064 premiums and/or calls shall be for their account.
1065 36.2 War risk insurance additional premiums (“Additional Premiums”) incurred solely as a
1066 result of the Vessel entering or having to enter an excluded area in order to perform
1067 under this Charter shall be for Charterers’ account, net of all discounts, rebates or
1068 (pro rata) accrued credits, and always provided that Charterers are given written
1069 notice of such Additional Premiums, how they are calculated and their total amount.
1070 Such notice shall be given as soon as possible and in any event before such
1071 Additional Premiums are paid by Owners. Charterers shall not be responsible for any
1072 Additional Premiums should Owners fail to give such prior notice in accordance with
1073 this Clause.
1074 36.3 The benefit of discounts, rebates or (pro rata) accrued credits on Additional Premiums
1075 received by Owners from their war risks insurers, underwriters or brokers shall be
1076 credited to Charterers in full, and Charterers shall reimburse Owners any amounts
1077 due under this Clause upon receipt of Owners’ invoice, together with full supporting
1078 documentation including all associated debit and credit notes.
1079 36.4 Any “blocking and trapping”, “detention”, “loss of profit”, “loss of hire”, “loss of freight”,
1080 “loss of bunkers”, “crew bonus” or “kidnap and ransom” insurance taken out by
1081 Owners in respect of the Vessel, and any additional premiums relating thereto, arising
1082 from Charterers’ trading of the Vessel, shall be for Owners’ account.

1083 37 Quarantine
1084 If Charterers require the Vessel to proceed to any port at which, at the time the Vessel is
1085 ordered to that port, there is quarantine, any time spent or lost while the Vessel is detained
1086 due to such quarantine shall count as laytime or demurrage. However, if quarantine is
1087 declared while the Vessel is on passage to such port, Charterers shall not be liable for any
1088 delay caused by such quarantine.

1089 38 Address Commission


1090 Charterers shall deduct 1.25% address commission from freight (including fixed and variable
1091 freight differentials), and from any deadfreight and demurrage payable under this Charter.

1092 39 Claims Time Bar


1093 39.1 Any claim Owners may have against Charterers under this Charter must be
1094 presented to Charterers in writing with a) the basis of the claim under the Charter
1095 being identified and b) all supporting documentation substantiating each and every
1096 part of the claim.
1097 39.2 Claims against Charterers will be extinguished and the Charterers shall be
1098 discharged and released from liability unless presented in full compliance with the
1099 requirements of Clause 39.1, in the case of claims for demurrage, deviation or
1100 detention, within 90 days of completion of discharge, or, in the case of any other
1101 claim, within 180 days of completion of discharge.

1102 40 Certificates of Financial Responsibility (COFRs)


1103 The Vessel shall have on board paper copies of all COFRs as may be necessary, including
1104 but not limited to those required under OPA 90 and the International Conventions on Civil
1105 Liability for Oil Pollution Damage and Bunker Oil Pollution Damage, and any protocols
1106 thereto.

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1107 41 ITOPF, P&I and Oil Pollution


1108 41.1 Owners undertake that the Vessel:
1109 a) is a tanker owned by a member of the International Tanker Owners Pollution
1110 Federation Limited (ITOPF) and will remain so throughout this Charter;
1111 b) is entered in the P&I Club stated in the Q88 and will remain so unless Owners
1112 have given Charterers prior written notice of their intention to change. Owners
1113 warrant however, that the Vessel will only be entered in a P&I Club within the
1114 International Group of P&I Clubs, and that they have, and shall maintain in force
1115 throughout this Charter, the standard oil pollution insurance cover, currently US$1
1116 billion, available from time to time from their P&I Club.
1117 41.2 In this Clause 41, the terms “Oil”, “Threat” and “Pollution Damage” shall have the
1118 same meaning as in the International Convention on Civil Liability for Oil Pollution
1119 Damage 1969 or any Protocol thereto. When an escape or discharge of Oil occurs
1120 from the Vessel and causes or threatens to cause Pollution Damage, or when there is
1121 the Threat of an escape or discharge of Oil (i.e. a grave and imminent danger of the
1122 escape or discharge of Oil which, if it occurred, would create a serious danger of
1123 Pollution Damage, whether or not an escape or discharge in fact subsequently
1124 occurs), then upon notice to Owners or the Master, Charterers shall have the right
1125 (but shall not be obliged) to place on board the Vessel and/or have in attendance at
1126 the incident one or more representatives to observe the measures being taken by
1127 Owners and/or national or local authorities or their respective servants, agents or
1128 contractors to prevent or minimise Pollution Damage and, in Charterers’ absolute
1129 discretion, to provide advice, equipment or manpower or undertake such other
1130 measures, at Charterers’ risk and expense, as are permitted under applicable law and
1131 as Charterers believe are reasonably necessary to prevent or minimise such Pollution
1132 Damage or to remove the Threat of an escape or discharge of Oil.
1133 41.3 Owners further undertake that the Vessel shall carry on board copies of the Vessel’s
1134 Federal Oil Spill Response Plan and any US State-specific Response Plan
1135 (individually and collectively “Response Plan”) that have been approved by the USCG
1136 or by the appropriate State Authority respectively and that the Master shall operate
1137 the Vessel fully in accordance with the Response Plan.
1138 41.4 This Clause shall be without prejudice to any other rights and/or duties of Charterers
1139 or Owners, whether arising under this Charter or under applicable law or under any
1140 International Convention.

1141 42 TOPIA and STOPIA


1142 42.1 Owners warrant that they are a Participating Owner, as defined in the Tanker Oil
1143 Pollution Indemnification Agreement 2006 (“TOPIA 2006”), and that the Vessel is
1144 entered in TOPIA 2006 and shall remain so throughout this Charter, provided always
1145 that a) the Vessel is and remains a Relevant Ship as defined in Clause III of TOPIA
1146 2006; and b) TOPIA 2006 is not terminated in accordance with its Clause IX.3.2.
1147 42.2 If the Vessel has a Gross Registered Tonnage of 29,548 or less Owners warrant that
1148 they are a Participating Owner, as defined in the Small Tanker Oil Pollution
1149 Indemnification Agreement 2006 (“STOPIA 2006”), and that the Vessel is entered in
1150 STOPIA 2006 and shall remain so throughout this Charter, provided always that a)
1151 the Vessel is and remains a Relevant Ship as defined in Clause III of STOPIA 2006;
1152 and b) STOPIA 2006 is not terminated in accordance with its Clause IX.

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1153 43 US Customs Regulations – Coding


1154 43.1 If the Vessel carries cargo destined for the US or passing through US ports in transit,
1155 Owners shall:
1156 a) comply with all applicable US Customs regulations;
1157 b) (unless Charterers request otherwise) undertake the role of carrier for the
1158 purpose of such regulations;
1159 c) have in place a SCAC (Standard Carrier Alpha Code) and insert the same on
1160 each Bill of Lading;
1161 d) have in place an ICB (International Carrier Bond);
1162 e) submit cargo declarations by AMS (Automated Manifest System) to the US
1163 Customs; and
1164 f) provide Charterers and Agents on request with details of the Unique Identifier in
1165 respect of all cargo carried.
1166 43.2 Charterers shall provide all necessary information to Owners to enable Owners to
1167 submit a timely and accurate cargo declaration.
1168 43.3 The assumption of the role of carrier by Owners under this Clause and for the
1169 purpose of the US Customs Regulations (19 CFR 4.7) shall be without prejudice to
1170 the identity of the carrier under any Bill of Lading, other contract, law or regulation.

1171 44 ISPS, MTSA and CBP


1172 44.1 Charterers shall provide Owners with their full style contact details and any other
1173 information that Owners reasonably require in order to comply with ISPS, MTSA and
1174 CBP, and Charterers shall ensure that the full style contact details of any sub-
1175 Charterers are likewise provided. Charterers shall ensure that all sub-Charters
1176 contain the following provision:
1177 a) “Charterers shall provide Owners with their full style contact details and, where
1178 sub-Chartering is permitted under the terms of the Charter, shall ensure that
1179 contact details of all sub-Charterers are likewise provided to Owners.”
1180 b) Charterers shall bear any loss, damage or expense (excluding consequential
1181 loss) caused by their breach of Clause 44.1, and any resulting delay shall count
1182 as laytime or demurrage. Unless the delay is caused by Owners’ breach of
1183 Clause 2 or by Charterers’ breach of Clause 44.1, any delay due to measures
1184 imposed by a port facility or by any relevant authority under ISPS, MTSA or CBP
1185 shall count as half laytime or demurrage.
1186 44.2 Any costs or expenses relating to security regulations or measures required by the
1187 port facility or any relevant authority in accordance with ISPS, MTSA or CBP
1188 (including, but not limited to, security guards, launch services, tug escorts, port
1189 security fees or taxes and inspections) shall be for Owners’ account, except where
1190 such result from Charterers’ breach of Clause 44.1, in which case they are for
1191 Charterers’ account.
1192 44.3 If any delay occurs due to a Condition of Entry imposed by the USCG then such time
1193 shall not count as laytime or demurrage.
1194 44.4 The costs of all measures required by Owners to comply with the Ship Security Plan
1195 shall be for Owners’ account.
1196 44.5 Owners warrant that all of the 10 ports at which the Vessel has called before
1197 tendering NOR at the first loadport:

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BPVOY5 – Voyage Charter Party

1198 a) were registered with the IMO as ISPS Compliant Ports and acceptable by the US
1199 authorities under their security regime;
1200 b) if the Vessel conducted any ship to ship loading or transfer of goods, supplies,
1201 individuals or cargo, such has been carried out in accordance with the Vessel’s
1202 approved Ship Security Plan.

1203 45 Drugs and Alcohol Policy


1204 45.1 Owners undertake that they have, and shall maintain for the duration of this Charter, a
1205 policy on Drugs and Alcohol Abuse applicable to the Vessel (the “D&A Policy”) that
1206 meets or exceeds the standards in the OCIMF Guidelines for the Control of Drugs
1207 and Alcohol Onboard Ship 1995, as amended from time to time.
1208 45.2 Owners shall exercise due diligence to ensure that the D&A Policy is understood and
1209 complied with on and about the Vessel. An actual impairment, or any test finding of
1210 impairment, shall not in itself mean that Owners have not exercised due diligence, but
1211 in all cases it shall be for Owners to show that they have.
1212 45.3 Owners undertake that to the best of their knowledge, information and belief, having
1213 made due inquiry, neither the Master nor any officer or crew member has any un-
1214 spent convictions whatsoever concerning drug or alcohol abuse.

1215 46 Exclusions
1216 46.1 Articles III (other than Rule 8), IV, IV bis and VIII of the Schedule to the United
1217 Kingdom Carriage of Goods by Sea Act 1971 shall be deemed inserted in full into this
1218 Charter, which shall be deemed a contract for the carriage of goods by sea to which
1219 the said Articles apply, and Owners shall have the protection of those Articles in
1220 respect of any claim made under this Charter.
1221 46.2 Unless expressly provided otherwise in this Charter, Charterers shall not be
1222 responsible for any loss, damage, cost, expense, delay or failure in performance
1223 arising or resulting from act of God, natural events (such as storms, cyclones,
1224 earthquakes, tidal waves, floods, lightning), explosions, fires, destruction of pipelines
1225 and any other kind of installation, war (whether declared or not), civil war, civil
1226 commotions, riots and revolutions, hostilities, acts of piracy, acts of sabotage, lawful
1227 detention of the Vessel, quarantine restrictions, threatened or actual boycotts, lock-
1228 outs, strikes or any other labour dispute.

1229 47 Both-to-Blame
1230 47.1 If the liability for any collision in which the Vessel is involved while performing this
1231 Charter falls to be determined in accordance with the laws of the USA, or the laws of
1232 any State which applies laws similar to those applied in the USA in the circumstances
1233 envisaged by this Clause 47, the following provision shall apply:
1234 “If the Vessel comes into collision with another Vessel as a result of the negligence of
1235 the other Vessel and any act, neglect or default of the Master, mariner, pilot or the
1236 servants of the carrier in the navigation or in the management of the Vessel, the
1237 Owners of the goods carried hereunder will indemnify the carrier against all loss or
1238 liability to the other or non-carrying Vessel or her Owners in so far as such loss or
1239 liability represents loss of, or damage to, or any claim whatsoever of the Owners of
1240 said goods, paid or payable by the other or non-carrying Vessel or her Owners to the
1241 Owners of said goods and set off, recouped or recovered by the other or non-carrying
1242 Vessel or her Owners as part of their claim against the carrying Vessel or carrier.
1243 These provisions shall also apply where the Owner, operators or those in charge of
1244 any Vessel or Vessels or objects other than, or in addition to, the colliding Vessels or
1245 objects are at fault in respect of collision or contact.”

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1246 47.2 While Charterers shall procure that all Bills of Lading issued under this Charter shall
1247 contain the above provision, to be applicable where the liability for any collision in
1248 which the Vessel is involved falls to be determined under the preamble of this
1249 Clause 47, Charterers do not undertake that such provision will be effective, and if it
1250 proves ineffective Charterers shall not be obliged to indemnify Owners.

1251 48 General Average


1252 General Average shall be adjusted and settled in London in accordance with the York-
1253 Antwerp Rules.

1254 49 New Jason


1255 If, notwithstanding Clause 48, General Average is adjusted in accordance with the law and
1256 practice of the USA, the following provision shall apply:
1257 “In the event of accident, danger, damage or disaster before or after the commencement of
1258 the voyage, resulting from any cause whatsoever, whether due to negligence or not, for
1259 which, or for the consequence of which, the carrier is not responsible, by statute, contract or
1260 otherwise, the cargo shippers, consignees or Owners of the cargo shall contribute with the
1261 carrier in general average to the payment of any sacrifices, losses or expenses of a general
1262 average nature that may be made or incurred and shall pay salvage and special charges
1263 incurred in respect of the cargo.
1264 If a salving ship is owned or operated by the carrier, salvage shall be paid for as fully as if the
1265 said salving ship or ships belonged to strangers. Such deposit as the carrier or his agents
1266 may deem sufficient to cover the estimated contribution of the cargo and any salvage and
1267 special charges thereon shall, if required, be made by the cargo shippers, consignees or
1268 Owners of the cargo to the carrier before delivery”.

1269 50 Clause Paramount


1270 All Bills of Lading issued under this Charter shall be deemed to contain the following Clause
1271 Paramount:
1272 “Clause Paramount:
1273 1) This Bill of Lading shall have effect subject to any national law making the
1274 International Convention for the Unification of Certain Rules of Law relating to Bills of
1275 Lading signed at Brussels on 25 August 1924 (the Hague Rules) or the Hague Rules
1276 as amended by the Protocol signed at Brussels on 23 February 1968 (the Hague-
1277 Visby Rules) compulsorily applicable to it. If any term of this Bill of Lading is
1278 repugnant to that legislation to any extent, such term shall be void to that extent but
1279 no further. Neither the Hague Rules nor the Hague-Visby Rules shall apply to this Bill
1280 of Lading where the goods carried consist of cargo which by this Bill of Lading is
1281 stated as being carried on deck and is so carried.
1282 2) Except where the Hague or Hague-Visby Rules apply by reason of 1) above, this Bill
1283 of Lading shall take effect subject to any national law in force at the port of shipment
1284 or place of issue of the Bill of Lading making the United Nations Convention on the
1285 Carriage of Goods by Sea 1978 (the Hamburg Rules) compulsorily applicable to it, in
1286 which case this Bill of Lading shall have effect subject to the Hamburg Rules, which
1287 shall nullify any stipulation derogating therefrom to the detriment of the shipper or
1288 consignee.
1289 3) Where the Hague, Hague-Visby or Hamburg Rules are not compulsorily applicable to
1290 this Bill of Lading, the carrier shall be entitled to the benefits of all privileges, rights
1291 and immunities contained in Articles I to VIII of the Hague-Visby Rules.

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1292 4) Nothing in this Bill of Lading shall be construed as in any way restricting, excluding or
1293 waiving the right of any relevant party or person to limit his liability under any
1294 available legislation and/or law”.

1295 51 Lien
1296 Owners shall have a lien upon the cargo for all freight, deadfreight, demurrage and the cost
1297 of recovery thereof.

1298 52 Sub-Letting / Assignment


1299 52.1 Charterers may sub-let the Vessel to any entity or person, without prejudice to the
1300 respective rights and obligations of either party under this Charter.
1301 52.2 Charterers may with Owners' approval, not to be unreasonably withheld, assign this
1302 Charter to any entity or person, without prejudice to the respective rights and
1303 obligations of either party under this Charter, however Charterers shall remain
1304 responsible for performance of this Charter.

1305 53 Remeasurement
1306 Charterers may request that the Vessel is remeasured to comply with particular port
1307 restrictions, and the reasonable time incurred and disbursement cost for any such
1308 remeasurement will be for Charterers' account.

1309 54 Administration
1310 This Charter shall not be issued in paper form unless required by either party. If so required,
1311 Owners or their brokers shall print the full Charter Party, bearing the date it was concluded
1312 and will arrange for signature by Owners and Charterers.

1313 55 Communications
1314 Unless expressly provided otherwise in this Charter, all communications from Owners shall
1315 be according to the Voyage Orders, and all communications from Charterers shall be to the
1316 details listed in Section M of Part 1 or via brokers.

1317 56 Baltic Routeing


1318 During any laden passage the Vessel shall not transit the Sound unless bound to a port within
1319 it, and for laden transit of the Kattegat, Sound or Belts, the Vessel shall employ a Pilot.

1320 57 Magellan Straits


1321 During any laden passage the Vessel shall not transit the Magellan Straits unless bound to a
1322 port therein.

1323 58 Turkish Straits


1324 58.1 Any delays transiting the Strait of Istanbul (the Bosphorus) and/or the Strait of
1325 Canakkale (the Dardanelles) (“the Turkish Straits”) as a consequence of observing
1326 traffic regulations through the Turkish Straits north and south-bound, in excess of 48
1327 hours in aggregate, shall count in full as laytime or demurrage.
1328 58.2 If, due only to compliance with the northbound traffic regulations in the Turkish Straits,
1329 the Vessel suffers delay causing her to arrive after the applicable Cancelling Date, the
1330 applicable Cancelling Date shall be extended by the period of such delay.
1331 58.3 Owners shall appoint Charterers’ nominated agents, whose fees and charges should
1332 be competitive in accordance with Clause 8 and who shall be employed and paid for
1333 by Owners.

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1334 58.4 For any transit of the Strait of Istanbul or the Strait of Canakkale, Owners shall
1335 employ and pay for a Pilot.
1336 58.5 Owners shall upon Charterers' request, issue a copy non-negotiable Bill of Lading
1337 and cargo manifest bearing the name of the Turkish receiver. Such Bill of Lading shall
1338 be marked “For Customs Purposes Only” and “Not a Document of Title”. Charterers
1339 shall indemnify Owners for complying with this request in accordance with terms of
1340 indemnity set out at Clause 31.2.

1341 59 Carriage of Cargo Additive


1342 Upon production of a suitable SDS, Charterers may require the Vessel to carry up to 15
1343 drums of cargo additive. Charterers will reimburse all disbursements, including any port dues,
1344 applicable solely to the carriage of such drums, and (subject always to Clauses 11 and 12)
1345 the time used to load or discharge them shall count as laytime or demurrage, unless such is
1346 concurrent with loading or discharging of cargo. Charterers may request additional drums be
1347 carried and such request not to be unreasonably rejected unless on the basis of safety or
1348 physical storage restrictions.

1349 60 Confidentiality
1350 The details of this Charter, and the negotiations that led to it, are to remain private and
1351 confidential between the parties and must not be communicated to any third party, except
1352 such information required to be disclosed by either party to a) its employees, auditors,
1353 insurers, lawyers and affiliates who need to know it in connection with the performance of this
1354 Charter; b) any court or governmental authority requiring it; c) any other appropriate third
1355 party to the extent necessary to comply with any contractual, legal or governmental
1356 requirement, and in all cases on terms which to the fullest possible extent preserve
1357 confidentiality.

1358 61 Law and Jurisdiction


1359 The construction, validity and performance of this Charter shall be governed by English Law,
1360 and the High Court in London shall have exclusive jurisdiction over any dispute which may
1361 arise out of or in relation to it.

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