YACHT BUILD AGREEMENT（游艇建造协议）.doc

YACHT BUILD AGREEMENT（游艇建造协议）DATED： _between  _s Yacht Company Limited， Hong Kong. （Hereinafter referred to as “the Builder”） and  BBB CC， Vietnam， （Hereinafter referred to as “the Buyer”） WHEREAS： 1） The Buyer wishes to acquire a AAAs Cape 65 Trawler Yacht （the yacht） designed by Thanos Condylis， and built to the Buyers stated requirements and specification， and the Builder has the capability， knowledge and skills to build and supply the same. 2） The Builder has agreed to construct， equip， fit-out， test and deliver the Yacht to the Buyers stated requirements and specification， which the Buyer has agreed to accept upon the terms and conditions here in after specified： Now therefore the Parties hereto have agreed and do hereby agree as follows： ARTICLE I - INTERPRETATION 1） In this Contract the following words and expressions shall have the meaning hereby ascribed to them， except where the context otherwise admits or requires： “Banking Days” Shall mean days upon which Hong Kong clearing banks are customarily open for business. “the Builders Clarifications” Shall mean the documents so entitled forming part of this Contract and set out as Annexes hereto； （See also Item （2） of this Article.） “Buyers Representative（s）” Shall mean such persons notified from time to time by the Buyer as having authority to act for the Buyer， the extent of such authority being set out in the notice； “Items of Buyers supply” Shall mean any item of equipment and stores for the Yacht ordered by the Buyer direct from the manufacturer or the supplier， for incorporation in the Yacht by the Builder； “Items of Builders supply” Shall mean any item of equipment and stores for the Yacht ordered by the Builder direct from the manufacturer or the supplier， for incorporation in the Yacht； “the Certifying / Survey Body” Shall mean the body responsible for the survey and certification of the yacht to the requirements of the buyer. “the Contract” Shall mean （a） this Contract， and （b） the attached Annexes and schedule more particularly described below. “the Contract Delivery Date” Shall mean no later than _；“the Contract Master Programme” Shall mean the programme for construction of the Yacht， set out in Annex D； “the Contract Price” Shall mean the price stipulated in Article V for the Yacht， Yard Number 005；“the Yacht” Shall mean the yacht the subject of this Contract and generally as described in Article II， with all the machinery， apparatus， outfit， materials， and equipment appurtenant thereto， but excluding the items of Buyers supply. “the Boatyard” Shall mean AAAs Yacht Company， Xinhui， China. “the Design Specifications” Shall mean the specifications， designs， plans and drawings， set out in Schedule A， prepared and signed by the Buyer， identified as forming part of this Contract， and including such revised or supplemental specifications， plans and drawings as may subsequently be agreed between the Buyer and the Builder PROVIDED that （i） in the case of any inconsistency between any Article or paragraph of this Contract and the Design Specifications， this Contract shall prevail， （ii） in the case of any inconsistency between the Design Specifications and a plan or drawing， the Design Specification shall prevail， and （iii） in the case of any inconsistency between one plan or drawing and another plan or drawing， the later in date shall prevail； 'Schedule A' Shall mean the agreed schedule of drawings “Annex A” Shall mean the list of materials， components and equipment defining a completed yacht； 'Annex B' Shall mean the agreed weld quality procedures  “Annex C” Shall mean the agreed Shot Blasting， Fairing， Painting and foaming Specifications 'Annex D“ Shall mean the agreed production schedule master program. “Specified” Shall mean stipulated in the specifications and Annex A； “Supplier” Shall mean any person， firm or company， which has entered into a contract with the Builder for the supply of materials， machinery， services or equipment （other than items of Buyers supply） for the yacht； The Index， Article and paragraph headings， are inserted for convenience only and shall not affect the construction of this Contract. Words importing the singular shall include the plural and vice versa. 2） List of Builders clarifications， not covered in Annex A document： “Cradles for Transport” The supply of a Cradle for shipment is excluded from this Contract. “Dressing/Stepping the Mast” The dressing and stepping of mast for the Yacht is included in the Builders supply. “Storage” The Builder will arrange secure storage ashore for the Yacht at the Boatyard between completion of build and handover at delivery. “Fabrication” The Builder will supply steel in pre-cut form with a test certificate in accordance with the builders production and quality plan.  “Welding” The Contract is based on NDT （non destructive testing） being conducted to the standards required by Det Norske Veritas class Rules for yacht and Small Craft， including 100% visual examination. Radiography will be completed where appropriate， at the Builders cost. All welding will be carried out in accordance with the quality plan and ISO weld procedures approved by the buyers representative and will be in general accordance with Det Norske Veritas requirements. “Shot Blasting” Shot Blasting of the Yacht will be in accordance with the agreed specification attached in Annex C. “Insulation” The insulation of the Yacht will be in accordance with the agreed specification attached in Annex C. “Fairing and Painting” The fairing and painting of the Yacht will be in accordance with the Coatings Specification attached in Annex C. “Equipment” The responsibility for the supply of materials and equipment will be as defined and agreed in the Components List （Annex A） for the Yacht. “Quality Plan Documentation” An agreed quality plan will be issued covering all aspects of the Yachts construction， which will include：  a） Hull & Deck Fabrication b） Blast and Prime c） Fair and Paint d） Electrical and mechanical Engineering e） Fit-OutARTICLE II DESCRIPTION 1） The Yacht to be constructed under this Contract is a Motor Yacht of approximately 20.00 metres length overall designed by Thanos Condylis， as described in the specifications， with the following main particulars： Approximate Dimensions Length overall about 20.00 metres Length on the water line about 18.03 metres Beam （max） about 5.75 metres Draft about 1.77 metres 2） A distinctive yard Number shall be placed upon each Yacht and her materials and outfit， during construction. The Yard Number of the Yacht shall be KYC-005. ARTICLE III CONSTRUCTION， MATERIALS AND INSPECTION 1） The Yacht and her machinery， outfit， equipment， materials and workmanship shall be in accordance with this Contract and the Design Specifications. 2） In principle the builder will supply all material， components and equipment for the yacht as set out in Annexe A. Any additional material， components or equipment procured by the builder will be billed to the buyer at delivered cost plus 15%. However the builder must notify the buyer in writing prior to procurement of the cost and quantity of any items for which the builder intends to be billed to the buyers account. 3） In the event of any delay of delivery of material， components and equipment which are items of Buyers supply， by the buyer resulting in delays to the production schedule set out in Annexe E， the contract delivery period may be extended by the amount of the delay. Provided always that the builder will use his best endeavours to minimise the delay so caused by re-scheduling work to utilise the material， components and equipment that have already been delivered to the builder. 4） If any specified materials are not available when required for incorporation on the Yacht， the Builder shall be at liberty to use other suitable materials in substitution therefore， subject to the approval of the Buyer， which approval shall not be unreasonably withheld. Any adjustment to the Contract， Delivery Date or Design Specification resulting from such substitution shall be made in accordance with the provisions of Article IV. 5） During construction of the Yacht， the Builder will permit the Buyers Representative to attend the tests specified in Article VIII and to have access to the Boatyard during ordinary working hours while work is proceeding on the Yacht. The builder must give reasonable notice of such tests to the Buyers Representative in writing. The Builder will use its reasonable endeavours to arrange for the Buyers Representative to have access to the premises of the Builder's subcontractors for the purpose of inspecting materials and workmanship. If， during construction， the Buyer or his Representative alleges any defect or omission in the Yacht they shall， if required by the Builder， immediately specify the same in writing. If the Builder agrees that there has been a defect the Builder will at its own cost， before delivery， rectify the same. 6） The build will be subject to regular inspections by the Buyer. Accommodation， meals and entertainment in China for the Buyers staff that are paid for by the builder， will be invoiced to the buyer at cost. The buyer will cover his own travel costs to and from the boatyard. 7） The Builder undertakes to provide a suitably qualified （English speaking） Marine Engineer to act as a liaison person with the Buyer throughout the duration of this contract.8） Where practical the Builder shall take and make available to the Buyer， digital photographic evidence of all construction， painting and fit out stages during the Yachts build. Such digital information will be sent to the Buyer or the Buyers Representative by electronic means and at such frequency to allow the Buyer or the Buyers representative to monitor the course of the Yachts build.  9） The materials， components and equipment for the Yacht （as detailed and agreed on the Component Supply List in Annex A） that are the Builders supply will be shipped to the Boatyard by the builder at his expense. Shipping costs of Items of Buyers supply will be at the Buyers cost together with associated export and import procedures， duties and insurance. 10） The Builders premises shall have the necessary facilities and equipment to construct the Yacht to the agreed standards and specifications. The facilities and equipment will include shot blasting equipment， airless spray equipment， bolt welding capacitor， heavy duty pulse MIG welding equipment and environmental monitoring equipment capable of providing a record of temperature， humidity and dew point. ARTICLE IV MODIFICATIONS1） At any time prior to Delivery of the Yacht the Buyer through the Buyers' Representative may request， in writing， modifications or additions to or deletions from the Design Specifications and Schedule A. The Builder shall not be obliged to accede to any request under this paragraph （1） unless： i） It is reasonable and practicable for the Builder to do so having regard to the stage of construction which the Yacht has reached and to the Builders Boatyard programme； ii） The Parties shall first agree in writing in relation to such modifications， additions， or deletions： （1） Any increase or decrease in the Contract Price and variation of the payment terms for the Yacht； （2） Any extension of the Contract Delivery Date； （3） Any alteration of the terms of this Contract or the Design Specification or Annex A. Provided that the Builder shall be entitled to continue production in accordance with the Design Specifications and Schedule A until agreement has been reached as provided in this sub-paragraph ii）。 2） The Builder shall not make changes in constructional details or materials of the Yacht without the agreement of the Buyer in writing. ARTICLE V PRICE AND TERMS OF PAYMENT The Builder has agreed to complete the construction， outfit and delivery of the Yacht for the Buyer on the following terms. 1. The contract price for the yacht will be US$850，000 （Eight hundred and fifty thousand US dollars） 2. Payment of the firm price for the Yacht， shall， subject to paragraph 3） hereof be made in instalments from the Buyer to the Builder as follows： Instalment Event a） Initial deposit of US$127，500 （one hundred and twenty seven thousand five hundred） payable on the signing hereof. b） Upon arrival of all structural building materials in the Boatyard， US$127，500 （one hundred and twenty seven thousand five hundred） c） On satisfactory completion of the Yachts structural steel work US$127，500 （one hundred and twenty seven thousand five hundred） d） On satisfactory completion of the Yachts interior painting and insulation stages， substantial completion of the Yachts interior furniture built off the Yacht， and at the start of fit out， US$127，500 （one hundred and twenty seven thousand five hundred）e） On satisfactory completion of the Yachts exterior painting stages， US$127，500 （one hundred and twenty seven thousand five hundred）。 f） On satisfactory installation of the Yachts engines， generators and main engine room systems， together with installation of the fly bridge structure， US$127，500 （one hundred and twenty seven thousand five hundred）。 g） On delivery and final acceptance of the Yacht by the Buyer US$85，000 （Eighty five thousand）。 2） The Builder shall， by not less than fourteen days notice in writing， advise the Buyer of the date upon which each instalment of the Contract Price shall become payable. （i） Subject to the Builders compliance with the notice provisions of the foregoing paragraph， each of the said instalments shall become due and payable upon the appropriate Instalment Event， subject to receipt by the Buyer of the Builders invoice thereof， accompanied by a “Stage Certificate” Issued by the Builder certifying that the appropriate Instalment Event has taken place. （ii） Prior to each Instalment Event， the Builder shall notify the Buyer， in writing， of the amount of any reduction in， or addition to， the Contract Price， in accordance with the terms of this Contract. The instalment due on the forthcoming Instalment Event shall be adjusted to take account of any such amendment to the Contract Price. 4） The amount of each instalment of the Contract Price shall be paid direct to AAAs Yacht Company Limited， A/C number 0842-5094 at Citibank Hong Kong， （Routed via Citibank NY， ABA # 021000089， A/C Citibank HK， CHIPS UID 030339， Swift Code CITIHKHX） for the account of the Builder within fourteen Banking days of the due date for payment and if not so paid shall （without prejudice to any