GENERAL DRY CARGO TIME CHARTER PARTY (BHPBTIME) WORKING COPY

Transcription

1 BHPBTime CHARTER PARTY Page 1 of 18 GENERAL DRY CARGO TIME CHARTER PARTY (BHPBTIME)

2 BHPBTime CHARTER PARTY Page 2 of 18 THIS CHARTER PARTY, made and concluded in 1 this day of 19 2 Between 3 4 as Owner / Disponent Owner / Time charter of the Vessel described below 5 and as Charterer. 9 Description of Vessel - see Appendix A 10 Name Flag Deadweight Duration 12 The Owner agrees to let and the Charterer agrees to hire the Vessel from the time of delivery for a *period 13 of / *Time charter Trip via safe port(s) in or out of Geographical Rotation, with one or more laden legs within below mentioned trading limits 17 *Delete as applicable 2. Delivery 18 The Vessel shall be placed at the disposal of the Charterer at The Vessel on her delivery 22 shall be ready to receive cargo with cleanfreshwater washed and dried cargo carrying compartments and tight, 23 staunch, strong and in every way fitted for ordinary cargo service, having water ballast and with sufficient 24 power to operate all cargo-handling gear simultaneously. (See also Clause 45) 25 The Owner shall give the Charterer days notice of expected date of delivery, and 5/2/days notice of 26 of actual date of delivery. Owner to advise Charterer immediately of any changes to the Vessel s estimated 27 time of delivery On-Off Hire Survey 29 It is agreed that an independent surveyor nominated by the Owner and accepted by the Charterer will carry 30 out a joint on-hire survey to be held in Owner s time and at Owner s expense at port of delivery, unless 31 mutually agreed for same to be held at first load port, and that an independent surveyor nominated by Charterer 32 and accepted by the Owner will carry out a joint off-hire survey to be held in Charterer s time and at Charterer s 33 expense at port of redelivery. Surveys are to ascertain the general condition of the vessel, (which to include 34 holds, hatch covers, cargo handling gear, gangways, hold ladders and crane access ladders) and also bunker 35 quantities on board Dangerous Cargo / Cargo Exclusions 37

3 BHPBTime CHARTER PARTY Page 3 of 18 (a) The Vessel shall be employed in carrying lawful merchandise excluding any goods of a dangerous, 38 injurious, flammable or corrosive nature unlesss carried in accordance with the requirements or 39 recommendations of the competent authorities of the country of the Vessel s registry and of ports of 40 shipment and discharge and of any intermediate countries or ports through whose waters the Vessel must 41 pass. Without prejudice to the generality of the foregoing, in addition the following are specifically 42 excluded: livestock of any description, arms, ammunition, explosives, nuclear and radioactive materials, (b) If IMO-classified cargo is agreed to be carried, the amount of such cargo shall be limited to 54 tons and the Charterer shall provide the Master with any evidence he may 55 reasonably require to show that the cargo is packaged, labelled, loaded and stowed in accordance with IMO 56 regulations, failing which the Master is entitled to refuse such cargo or, if already loaded, to unload it at 57 the Charterer s risk and expense Trading Limits 59 The Vessel shall be employed in such lawful trades between safe ports and safe places 60 within 61 excluding (Charterer has the liberty to breach IWL) as the Charterer shall direct Owner to Provide 66 The Owner shall provide and pay for the insurance of the Vessel, except as otherwise provided, and for 67 all provisions, cabin, deck, engine-room and other necessary stores, including boiler water; lubricating oils and 68 fuel for Galley use; shall pay for wages, consular shipping and discharging fees of the crew and charges for port 69 services pertaining to the crew (including voluntary and compulsory garbage disposal) shall maintain the 70 Vessel s class and keep her in a thoroughly efficient state in hull, machinery and equipment (including 71 Sufficient mooring lines) for and during the service, and have a full complement of officers and crew Charterer to Provide 73 The Charterer, while the Vessel is on hire, shall provide and pay for all the bunkers except as otherwise 74 agreed; shall pay for port charges (including compulsory watchmen), cargo watchmen and all communication 75 expenses pertaining to the Charterer s business at cost, pilotages, towages, agencies, commissions, consular 76 charges (except those pertaining to individual crew members or flag of the Vessel), and all other usual expenses 77 except those stated in Clause 6, but when the Vessel puts into a port for causes for which the Vessel is 78 responsible (other than by stress of weather), then all such charges incurred shall be paid by the Owner. 79 Fumigations ordered because of illness of the crew shall be for the Owner s account. Fumigations ordered 80 because of cargoes carried or ports visited while the Vessel is employed under this Charter Party shall be for the 81

4 BHPBTime CHARTER PARTY Page 4 of 18 Charterer s account. All other fumigations shall be for the Charterer s account after the Vessel has been on 82 charter for a continuous period of six months or more. 83 The Charterer shall provide and pay for necessary dunnage and also any extra fittings requisite for a 84 special trade or unusual cargo, but the Owner shall allow them the use of any dunnage already aboard 85 the Vessel. Prior to redelivery the Charterer shall remove their fittings at their cost and in their time Performance of Voyages 87 (a) The Master shall perform the voyages with due despatch, and shall render all customary assistance 88 with the Vessel s crew. The Master shall be conversant with the English language and (although 89 appointed by the Owner) shall be under the orders and directions of the Charterer as regards 90 employment and agency; and the Charterer shall perform all cargo handling, including but not limited to 91 loading, stowing, trimming, lashing, securing, dunnaging, unlashing, discharging, and tallying, at their risk 92 and expense, under the supervision of the Master. 93 (b) If the Charterer shall have reasonable cause to be dissatisfied with the conduct of the Master or 94 officers, the Owner shall, on receiving particulars of the complaint, investigate the same, and if 95 necessary, make a change in the appointments Bunkers 97 (a) The Charterer on delivery, and the Owner on redelivery, shall take over and pay for all fuel and 98 diesel oil remaining on board the Vessel as hereunder. The Vessel shall be delivered with: 99 long*/metric* tons of fuel oil at the price of per ton; 100 tons of diesel oil at the price of per ton. The vessel shall 101 be redelivered with: tons of fuel oil at the price of per ton; 102 tons of diesel oil at the price of per ton. 103 * Same tons apply throughout this clause. 104 (b) The Charterer shall supply bunkers of a quality suitable for burning in the Vessel s engines and 105 auxiliaries and which conform to the specification(s) as set out in Appendix A, addition unless unavailable, in 106 which case Charterers have the option to supply RMF 25. The Owner reserves their right to make a claim against the Charterer for any damage to the main engines 107 or the auxiliaries caused by the use of fuels not complying with the agreed specification(s) provided such claim 108 is presented within 15 days of receiving the bunkers. Additionally, if bunker fuels supplied do not conform 109 with the mutually agreed specification(s) the Owner shall not be held responsible for any reduction in the 110 Vessel s speed performance and/or increased bunker consumption, nor for any time lost and any other 111 consequences Rate of Hire/Redelivery Areas and Notices 113 The Charterer shall pay for the use and hire of the said Vessel at the rate of $ 114 U.S. currency, daily, (including overtime of Master, Officers and Crew), commencing on and from the day of 115 her delivery, as aforesaid, and at the same rate for any part of a day; hire shall continue until the hour of the 116 day of her redelivery in like good order and condition, ordinary wear and tear excepted, to the Owners (unless 117 Vessel lost) at unless otherwise mutually agreed. 121 The Charterer shall give the Owner not less than 10/5/2/1 days notice of the Vessel s 122 expected date and probable port of redelivery. 123 For the purpose of hire calculations, the times of delivery, redelivery or termination of charter shall be 124 adjusted to GMT Hire Payment 126

5 BHPBTime CHARTER PARTY Page 5 of 18 (a) Payment 127 Payment of Hire shall be made so as to be received by the Owner or their designated payee in 128, viz in 132 currency, or in United States Currency, in funds available to the 133 Owner on the due date, 15 days in advance, and for the last 15 days or part of same the approximate 134 amount of hire, and should same not cover the actual time, hire shall be paid for the estimated balance. 135 Failing the punctual and regular payment of the hire, or on any fundamental breach whatsoever of this Charter 136 Party, the Owner shall (subject to (b) below)be at liberty to withdraw the Vessel from the service of the 137 Charterer without prejudice to any claims they (the Owners) may otherwise have on the Charterer. See Clause for Banking Details. At any time after the expiry of the grace period provided in Sub-clause 11 (b) hereunder and while the 139 hire is outstanding, the Owner shall, without prejudice to the liberty to withdraw, be entitled to withhold 140 the performance of any and all of their obligations hereunder and shall have no responsibility whatsoever 141 for any consequences thereof, in respect of which the Charterer hereby indemnify the Owner, and hire 142 shall continue to accrue and any extra expenses resulting from such withholding shall be for the 143 Charterer s account. 144 (b) Grace Period 145 Where there is failure to make punctual and regular payment of hire due to oversight, negligence, errors 146 or omissions on the part of the Charterer or their bankers, the Charterer shall be given by the Owner clear banking days (as recognized at the agreed place of payment) written notice to rectify the 148 failure, and when so rectified within those 5 days following the Owner s notice, the payment shall 149 stand as regular and punctual. However if it is demonstrated that the funds have been remitted in accordance 150 with Owner s instructions and are in the care of Owner s corresponding New York bank then that shall be 151 accepted as regular and punctual payment 152 Failure by the Charterer to pay the hire within 5 days of their receiving the Owner s notice as 153 provided herein, shall entitle the Owners to withdraw as set forth in Sub-clause 11 (a) above. 154 (c) Cash Advances 155 Cash for the Vessel s ordinary disbursements at any port may be advanced by the Charterer, as required 156 by the Owner, subject to 2 1 / 2 percent commission and such advances shall be deducted from the hire. 157 The Charterer, however, shall in no way be responsible for the application of such advances Berths 159 The Vessel shall be loaded and discharged in any safe dock or at any safe berth or safe place that 160 Charterer or their agents may direct, provided the Vessel can safely lie, always afloat at any time of tide 161 except at such places where it is customary for similar size vessels to safely lie aground Spaces Available 163 (a) The whole reach of the Vessel s holds, decks, and other cargo spaces (not more than she can 164 reasonably and safely stow and carry), also accommodations for supercargo, if carried, shall be at the 165 Charterer s disposal, reserving only proper and sufficient space for the Vessel s officers, crew, tackle, 166 apparel, furniture, provisions, stores and fuel. 167 (b) In the event of deck cargo being carried, the Owner is to be and is hereby indenmified by the 168 Charterer for any loss and/or damage and/or liability of whatsoever nature caused to the Vessel as a 169 result of the carriage of deck cargo and which would not have arisen had deck cargo not been loaded Supercargo and Meals 171 The Charterer is entitled to appoint a supercargo, who shall accompany the Vessel at the Charterer s 172 risk and see that voyages are performed with due despatch. He is to be furnished with free accommodation and 173

6 BHPBTime CHARTER PARTY Page 6 of 18 same fare as provided for the Master s table, the Charterer paying at the rate of per day. 174 See Clause Sailing Orders and Logs 176 The Charterer shall furnish the Master from time to time with all requisite instructions and sailing 177 directions, in writing, in the English language, and the Master shall keep full and correct deck and engine 178 logs of the voyage or voyages, which are to be patent to the Charterer or their agents, and furnish the 179 Charterer, their agents or supercargo, when required, with a true copy of such deck and engine logs, 180 showing the course of the Vessel, distance run and the consumption of bunkers. Any log extracts 181 required by the Charterer shall be in the English language Delivery/Cancelling 183 If required by the Charterer, time shall not commence before and should the 184 Vessel not be ready for delivery on or before but not later than 1600 hours, 185 the Charterer shall have the option of cancelling this Charter Party. Charterer shall have a further option to 186 cancel this Charter Party should there be any material misrepresentation made by Owner in respect of the 187 Vessel s particulars, the Vessel s suitability to perform the voyage or the Vessel s position and/or itinerary. 188 Acceptance of delivery by Charterer shall not constitute any waiver of Owner s obligations under the terms of 189 this Charter Party. 190 Extension of Cancelling 191 If the Owner warrants that, despite the exercise of due diligence by them, the Vessel will not be ready 192 for delivery by the cancelling date, and provided the Owner is able to state with reasonable certainty 193 the vessel is expected to be ready for delivery, they may, at the earliest seven days before the Vessel is 194 expected to sail for the port or place of delivery, require the Charterer to declare whether or not they will 195 cancel the Charter Party. Should the Charterer elect not to cancel, or should they fail to reply within two 196 days or by the cancelling date, whichever shall first occur, then the seventh day after the expected date 197 of readiness for delivery as notified by the Owner shall replace the original cancelling date. Should the 198 Vessel be further delayed, the Owner shall be entitled to require further one declaration on the Charterer 199 in accordance with this Clause Off Hire 201 In the event of loss of time from deficiency and/or default and/or strike of officers or crew, or deficiency 202 of stores, fire, breakdown of, or damages to hull, machinery or equipment, grounding, detention by the 203 arrest of the Vessel, (unless such arrest is caused by events for which the Charterer, their servants, 204 agents or subsontractors are responsible), or detention by average accidents to the Vessel or cargo (unless 205 resulting from inherent vice, quality or defect of the cargo), drydocking for the purpose of examination or 206 painting bottom, or by any other cause preventing the full working of the Vessel, the payment of 207 hire and overtime, if any, shall cease for the time thereby lost. Should the Vessel deviate or put back 208 during a voyage, contrary to the orders or directions of the Charterer, for any reason other than accident 209 to the cargo or where permitted in Clause 22 hereunder, the hire is to be suspended from the time 210 of her deviating or putting back until she is again in the same or equidistant position from the destination 211 and the voyage resumed therefrom. All bunkers used by the Vessel while off hire shall be for the Owner s 212 account. In the event of the Vessel being driven into port or to anchorage through stress of weather, 213 trading to shallow harbors or to rivers or ports with bars, any detention of the Vessel and/or expenses 214 resulting from such detention shall be for the Charterer s account. If upon the voyage the speed be 215 reduced by defect in, or breakdown of, any part of her hull, machinery or equipment, the time so lost, and 216 the cost of any extra bunkers consumed in consequence thereof, and all extra proven expenses may be 217 deducted from the hire. See also Clause Sublet 219 Unless otherwise agreed, the Charterer shall have the liberty to sublet the Vessel for all or any part of 220 the time covered by this Charter Party, but the Charterer remains responsible for the fulfilment of this 221

7 BHPBTime CHARTER PARTY Page 7 of 18 Charter Party Drydocking 223 The Vessel was last drydocked 224 Except in case of emergency no drydocking shall take place during the currency of this Charter 225 Party Total Loss 227 Should the Vessel be lost, money paid in advance and not earned (reckoning from the date of loss or 228 being last heard of) shall be returned to the Charterer at once Exceptions 230 The act of God, enemies, fire, restraint of princes, rulers and people, and all dangers and accidents of the 231 seas, rivers, machinery, boilers, and navigation, and errors of navigation throughout this Charter, always 232 mutually excepted Liberties 234 The Vessel shall have the liberty to sail with or without pilots, (except where compulsory pilotages is required) to 235 tow and to be towed, to assist vessels in distress, and to deviate for the purpose of saving life and property Liens 237 The Owner shall have a lien upon all cargoes and all sub-freights and/or sub-hire for any amounts due 238 under this Charter Party, including general average contributions, and the Charterer shall have a lien on 239 the Vessel for all monies paid in advance and not earned, and any overpaid hire or excess deposit to be 240 returned at once. 241 The Charterer will not directly or indirectly suffer, nor permit to be continued, any lien or encumbrance, 242 which might have priority over the title and interest of the Owner in the Vessel. The Charterer 243 undertake that during the period of this Charter Party, they will not procure any supplies or necessaries 244 or services, including any port expenses and bunkers, on the credit of the Owner or in the Owner s time Salvage 246 All derelicts and salvage shall be for the Owner s and the Charterer s equal benefit after deducting 247 Owner s and Charterer s expenses and crew s proportion General Average 249 General average shall be adjusted according to York-Antwerp Rules 1994 or any subsequent modification 250 thereof, in London according to English Law and Practice. 251 The Charterer shall procure that all Bills of Lading issued during the currency of the Charter Party will 252 contain a provision to the effect that general average shall be adjusted according to York-Antwerp Rules or any subsequent modification thereof and will include the New Jason Clause as per Clause Time charter hire shall not contribute to general average Navigation 256 Nothing herein stated is to be construed as a demise of the Vessel to the Time Charterer. The Owner 257 shall remain responsible for the navigation of the Vessel, acts of pilots and tug boats, insurance, crew, 258 and all other matters, same as when trading for their own account Cargo Claims 260 Cargo claims as between the Owner and the Charterer shall be settled in accordance with the Inter-Club 261 New York Produce Exchange Agreement of 1996, or any subsequent modification or replacement thereof Cargo Gear and Lights 263 The Owner shall give, free of expense to Charterer, full use of the Vessel s lighting on deck and in the 264 cargo compartments, which shall be adequate for cargo operations. 265

8 BHPBTime CHARTER PARTY Page 8 of 18 The Charterer shall have the use of any cargo gear on board the Vessel and the liberty to use ship s crew. If 266 required by Charterer, the Vessel shall work night and day and all cargo handling gear shall be at the 267 Charterer s disposal during loading and discharging. All cargo handling gear including derricks, cranes, winches 268 and grabs, if fitted, shall be kept in good working order and the Vessel shall provide sufficient power to drive 269 them, free of expense to Charterer. In the event of a deficiency for any period affecting any of these or any 270 other equipment, including but not limited to the Vessel s hatchcovers and the Vessel s ability to ballast and 271 deballast as required for the loading and discharging operations, hire shall be suspended or reduced prorata to 272 the number of hatches affected depending on the deficiency. All expenses including but not limited to cost of 273 standby of trucks, labour and mechanical equipment or removal of the Vessel from the berth to be for Owner 274 account. 275 In the event of cargo handling gear deficiency, Charterer have the right to continue working the Vessel by 276 using shore equipment, in which event the Vessel shall remain on hire. However, Owner shall reimburse 277 Charterer (by deduction from Hire) for all extra costs incurred and properly substantiated, which arise as a 278 consequence of using shore equipment. Furthermore, any time lost due to inefficiencies in working the Vessel 279 with shore equipment shall be deducted from the hire on a prorata basis. 280 Without prejudice to Clause 17, if the vessel is moved off the berth due to a deficiency in the cargo handling 281 gear, the Vessel shall remain off-hire until the deficiency has been remedied and the Vessel is in the same 282 position, as if there had been no deficiency originally. Furthermore, the Vessel shall be off-hire for any time lost 283 by reason of berth congestion or the like that would not have been lost but for the deficiency of the cargo 284 handling gear Bills of Lading 286 (a) The Master shall sign the Bills of Lading or Waybills for cargo as presented in conformity with mate s 287 or tally clerk s receipts. However, the Charterer or their Agent may sign Bills of Lading or Waybills on behalf of 288 the Master, always in conformity with mate s or tally clerk s receipts. 289 (b) All Bills of Lading or Waybills shall be without prejudice to this Charter Party and the Charterer shall 290 indemnify the Owner against all consequences or liabilities which may arise from any inconsistency 291 between this Charter Party and any Bills of Lading or Waybills signed by the Charterer or by the Master 292 at their request. 293 (c) Bills of Lading covering deck cargo shall be claused: Shipped on deck at Shippers risk, and 294 responsibility Protective Clauses 296 This Charter Party is subject to the following clauses all of which are also to be included in all Bills of Lading 297 or Waybills issued hereunder: 298 (a) CLAUSE PARAMOUNT 299 This Bill of Lading shall have effect subject to the provisions of the Carriage of Goods by Sea Act of the United 300 States, the Hague Rules, the Hague-Visby Rules or the Hamburg Rules, as compulsorily applicable, or such other 301 similar similar national legislation as may apply by virtue of origin or destination of the Bills of Lading, which 302 shall be deemed to be incorporated herein and nothing herein contained shall be deemed a surrender by the carrier 303 of any of its rights or immunities or an increase of any of its responsibilities or liabilities under said applicable 304 Act. If any term of this Bill of Lading be repugnant to said applicable Act to any extent, such term shall be void to 305 that extent, but no further. And 306 (b) BOTH-TO-BLAME COLLISION CLAUSE 307 If the ship comes into collision with another ship as a result of the negligence of the other ship and any 308 act, neglect or default of the master, mariner, pilot or the servants of the carrier in the navigation or in 309 the management of the ship, the owners of the goods carried hereunder will indemnify the carrier against 310 all loss or liability to the other or non-carrying ship or her owners insofar as such loss or liability represents 311

9 BHPBTime CHARTER PARTY Page 9 of 18 loss of, or damage to, or any claim whatsoever of the owners of said goods, paid or payable by the other 312 or non-carrying ship or her owners to the owners of said goods and set off, recouped or recovered by the 313 other or non-carrying ship or her owners as part of their claim against the carrying ship or carrier. 314 The foregoing provisions shall also apply where the owners, operators or those in charge of any ships or 315 objects other than, or in addition to, the colliding ships or objects are at fault in respect to a collision or 316 contact. 317 and 318 (c) NEW JASON CLAUSE 319 In the event of accident, danger, damage or disaster before or after the commencement of the voyage 320 resulting from any cause whatsoever, whether due to negligence or not, for which, or for the 321 consequences of which, the carrier is not responsible, by statute, contract, or otherwise, the goods, 322 shippers, consignees, or owners of the goods shall contribute with the carrier in general average to the 323 payment of any sacrifices, losses, or expenses of a general average nature that may be made or incurred, 324 and shall pay salvage and special charges incurred in respect of the goods. 325 If a salving ship is owned or operated by the carrier, salvage shall be paid for as fully as if salving ship 326 or ships belonged to strangers. Such deposit as the carrier or his agents may deem sufficient to cover 327 the estimated contribution of the goods and any salvage and special charges thereon shall, if required, 328 be made by the goods, shippers, consignees or owners of the goods to the carrier before delivery. 329 and 330 (d) U.S. TRADE - DRUG CLAUSE 331 In pursuance of the provisions of the U.S. Anti Drug Act 1986 or any re-enactment thereof, the 332 Charterer warrants to exercise the highest degree of care and diligence in preventing unmanifested 333 narcotic drugs and marijuana to be loaded or concealed on board the Vessel. 334 Non-compliance with the provisions of this clause shall amount to breach of warranty for consequences 335 of which the Charterer shall be liable and shall hold the Owner, the Master and the crew of the Vessel 336 harmless and shall keep them indemnified against all claims whatsoever which may arise and be made 337 against them individually or jointly. Furthermore, all time lost and all expenses incurred, including fines, 338 as a result of the Charterer s breach of the provisions of this clause shall be for the Charterer s account 339 and the Vessel shall remain on hire. 340 Should the Vessel be arrested as a result of the Charterer s non-compliance with the provisions of this 341 clause, the Charterer shall at their expense take all reasonable steps to secure that within a reasonable 342 time the Vessel is released and at their expense put up the bails to secure release of the Vessel. 343 The Owner shall remain responsible for all time lost and all expenses incurred, including fines, in the 344 event that unmanifested narcotic drugs and marijuana are found in the possession or effects of the 345 Vessel s personnel. See also Clause and 347 (e) WAR CLAUSES - the Bimco standard war risks clause for Time chartering, 1993 (codename: Conwartime as published by Bimco) shall be deemed to be fully incorporated in and shall form part of this Charter 349 Party War Cancellation 351 In the event of the outbreak of war (whether there be a declaration of war or not) between any two or 352 more of the following countries: either the Owner or the Charterer may cancel this Charter Party. Whereupon, the Charterer shall 357 redeliver the Vessel to the Owner in accordance with Clause 10; if she has cargo on board, after 358

10 BHPBTime CHARTER PARTY Page 10 of 18 discharge thereof at destination, or, if debarred under this Clause from reaching or entering it, at a near 359 open and safe port as directed by the Owner; or, if she has no cargo on board, at the port at which she 360 then is; or, if at sea, at a near open and safe port as directed by the Owner. In all cases hire shall 361 continue to be paid in accordance with Clause 11 and except as aforesaid all other provisions of this 362 Charter Party shall apply until redelivery Ice 364 The Vessel shall not be required to enter or remain in any icebound port or area, nor any port or area 365 where lights or lightships have been or are about to be withdrawn by reason of ice, nor where there is 366 risk that in the ordinary course of things the Vessel will not be able on account of ice to safely enter and 367 remain in the port or area or to get out after having completed loading or discharging. Subject to the 368 Owner s prior approval the Vessel is to follow ice-breakers when reasonably required with regard to her 369 size, construction and ice class Requisition 371 Should the Vessel be requisitioned by the government of the Vessel s flag during the period of this Charter 372 Party, the Vessel shall be deemed to be off hire during the period of such requisition, and any hire paid 373 by the said government in respect of such requisition period shall be retained by the Owner. The period 374 during which the Vessel is on requisition to the said government shall count as part of the period provided 375 for in this Charter Party. 376 In this event Charterer shall have the option of cancelling this Charter Party and no consequential claim may 377 be made by either party Stevedore Damage 379 Notwithstanding the provisions of Clause 8 and 10 above, all claims for damage allegedly caused by 380 the stevedore shall be settled directly between Owner and stevedore at loading and discharging ports. 381 Neither Charterer nor shipper nor receiver shall be responsible for the acts and default of the stevedore. 382 However Charterer shall render every assistance to Owner if Owner elects to pursue a claim or any legal 383 proceedings against the stevedore in respect of damage caused to the Vessel by the stevedore. Owner or 384 Master shall give written notice to stevedore of damage claimed not later than twenty-four (24) hours after 385 the occurrence Cleaning of Holds 387 The Charterer shall provide and pay extra for sweeping and/or washing and/or cleaning of holds between 388 voyages and/or between cargoes provided such work can be undertaken by the crew and is permitted by 389 local regulations, at the rate of US$400 per hold and US$200 extra per hold when dunnage removal/storage is 390 agreed. In connection with any such operation, the Owner shall not be responsible if the Vessel s holds are not 391 accepted or passed by the port or any other authority. The Charterer shall have the option to re-deliver 392 the Vessel with unclean/unswept holds against a lumpsum payment of US$ in lieu of cleaning dunnage 393 and lashing removal Taxes 395 Charterer to pay all local, State, National taxes and/or dues assessed on the Vessel or the Owner 396 resulting from the Charterer s orders herein, whether assessed during or after the currency of this Charter 397 Party including any taxes and/or dues on cargo and/or freights and/or sub-freights (excluding 398 taxes levied by the country of the flag of the Vessel or the Owner) Charterer s Colors 400 The Charterer shall have the privilege of flying their own house flag and painting the Vessel with their 401 own markings. The Vessel shall be repainted in the Owner s colors before termination of the Charter 402 Party. Cost and time of painting, maintaining and repainting those changes effected by the Charterer 403 shall be for Charter s account Laid Up Returns 405 The Charterer shall have the benefit of any return insurance premium receivable by the Owner from their 406 underwriters as and when received from underwriters by reason of the Vessel being in port for a minimum 407

11 BHPBTime CHARTER PARTY Page 11 of 18 period of 30 days if on full hire for this period or pro rata for the time actually on hire Documentation 409 The Owner shall carry on board and make available for inspection as and when required by Charterer and/or 410 authorities any documentation relating to the Vessel that may be required to permit the Vessel to trade within 411 the agreed trade limits, including, but not limited to certificates of financial responsibility for oil pollution, 412 P & I cover, valid international tonnage certificate, Suez and Panama tonnage certificates, valid certificate 413 of registry and certificates relating to the strength and/or serviceability of the Vessel s gear. (See Clause 46) Stowaways 415 (a) (i) The Charterer warrant to exercise due care and diligence in preventing stowaways in gaining 416 access to the Vessel by means of secreting away in the goods and/or containers shipped by the 417 Charterer. 418 (ii) If, despite the exercise of due care and diligence by the Charterer, stowaways have gained 419 access to the Vessel by means of secreting away in the goods and/or containers shipped by the 420 Charterer, this shall amount to breach of charter for the consequences of which the Charterer 421 shall be liable and shall hold the Owner harmless and shall keep them indemnified against all 422 claims whatsoever which may arise and be made against them. Furthermore, all time lost and all 423 expenses whatsoever and howsoever incurred, including fines, shall be for the Charterer s account 424 and the Vessel shall remain on hire. 425 (iii) Should the Vessel be arrested as a result of the Charterer s breach of charter according to 426 sub-clause (a)(ii) above, the Charterer shall take all reasonable steps to secure that, within a 427 reasonable time, the Vessel is released and at their expense put up bail to secure release of the 428 Vessel. 429 (b) (i) If, despite the exercise of due care and diligence by the Owner, stowaways have gained 430 access to the Vessel by means other than secreting away in the goods and/or containers shipped 431 by the Charterer, all time lost and all expenses whatsoever and howsoever incurred, including 432 fines, shall be for the Owner s account and the Vessel shall be off hire. 433 (ii) Should the Vessel be arrested as a result of stowaways having gained access to the Vessel 434 by means other than secreting away in the goods and/or containers shipped by the Charterer, 435 the Owner shall take all reasonable steps to secure that, within a reasonable time, the Vessel 436 is released and at their expense put up bail to secure release of the Vessel Smuggling 438 In the event of smuggling by the Master, Officers and/or crew, the Owner shall bear the cost of any 439 fines, taxes, or imposts levied and the Vessel shall be off hire for any time lost as a result thereof Arbitration 441 (a) Any dispute arising out of this Charter Party or any Bill of Lading 442 issued hereunder shall be referred to arbitration in London in accordance with the Arbitration Acts 1996 and 443 any statutory modification or re-enactment in force. English law shall apply. Upon receipt of the nomination in 444 writing of the claimant s arbitrator, the party receiving the nomination shall appoint its arbitrator within 445 fourteen days, failing which the dispute shall be determined by the single arbitrator. If both parties each 446 appoint an arbitrator and those arbitrators do not agree, they shall appoint an umpire whose decision shall be final 447 and final and binding. If the amount in dispute is less than US$50,000 the reference shall be to a sole arbitrator and 448 the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure. 449 ( b) The arbitrators, umpire and mediator shall be commercial persons normally engaged in the shipping 450 industry. Any claim must be made in writing and the claimant s arbitrator nominated within twelve months of 451 the final discharge of the cargo under this Charter party, failing which any such claim shall be deemed to be 452 waived and absolutely barred Safety including Drug and Alcohol 454 Subject to Clause 67, Owner shall have on board the Vessel an effective occupational health and safety policy 455

12 BHPBTime CHARTER PARTY Page 12 of 18 with the object that due care and attention is given by crew members to safe working practices in all operations 456 pertaining to the Vessel. The Owner shall have a policy regarding drug and alcohol abuse on board with the 457 object no crew member will navigate a ship or operate its on-board equipment whilst impaired by drugs or 458 alcohol. The policy will also have the objective of strictly prohibiting the possession, use, transport and 459 distribution of illicit or non-prescribed drugs by crew members. The Owner shall exercise due diligence 460 throughout the period of the Charter Party to ensure that such policies are complied with ITF 462 Owner guarantee that the present terms and conditions of employment of the crew comply with an ITF 463 Agreement of a bona fide Trade Union Agreement that is acceptable to the ITF and their representatives and 464 will remain so for the duration of this Charter Party. 465 In the event of loss of time and/or extra expenses incurred due to boycott of the Vessel (whether actual or 466 threatened) and/or dispute with labour because of Vessel s flag or nationality of Owner, Master, Officers or 467 crew, or the terms and conditions under which the Master, Officers or crew are employed, then Vessel shall be 468 placed off hire and any expenses directly attributable thereto including but not limited to standby of trucks, 469 labour and mechanical equipment or removal of Vessel from berth, shall be for Owner s account. 470 An ITF approved certificate to be available upon arrival at first port Hold Cleanliness 472 Vessel shall present at all load ports on first voyage with cargo carrying compartments clean, dry, free of rust 473 and/or scale and/or any contaminants and/or residual cargo (which shall include a gas free certificate if the Vessel is a 474 combination carrier) to the satisfaction of the port warden and/or grain surveyor and/or such other recognised 475 local authority or surveyor as local regulations or shippers may require and/or nominate to receive any relevant 476 cargo, including but not limited to steel, mineral sands, grain, fertilisers, ores and coal. If on presentation for 477 loading at any or all of the loading port(s) the Vessel should fail to pass hold cleanliness survey then all 478 expenses for cleaning and or fumigating including but not limited to cost of standby of trucks, labour and 479 mechanical equipment or removal of Vessel from berth to be for Owner s account. Vessel shall be placed 480 offhire until survey has been passed and the Vessel s cargo carrying compartments are ready in all respects to 481 load and Vessel is in the same position, as if the Vessel had not originally been rejected to load. Furthermore, 482 the Vessel shall be off-hire for any time lost by reason of berth congestion or the like that would not have been 483 lost but for the failure to pass hold cleanliness survey. 484 Vessel throughout the term of this Charter Party is to be maintained in a suitable condition for the carriage of 485 grain or other cargoes requiring similar high standards of cleanliness. Failure to pass cleanliness surveys shall 486 not be an Owner s liability where such failure results from Charterer s cargo residue Regulations 488 The Vessel shall comply with all International and local Laws and Regulations at any port of call under this 489 Charter Party, including all Environmental Regulations and Commonwealth of Australia Navigation (Orders) Regulations in particular but 490 not limited to Marine Orders part 32, (Cargo Handling Equipment) which govern the Vessel s hold and crane 491 ladders as well as ship s cargo handling equipment, and Marine Order Part 23 (Equipment - Miscellaneous and 492 Safety Measures) which govern gangways and lighting. The Vessel shall also comply with the requirements set 493 out in the amendment to the Code of Safe Practice for Solid Bulk Cargoes (B.C. Code) dated 1996 for the 494 Carriage of Bulk Coal by Sea. This is covered by Marine Notice 11/96 (or later revision/amendment) issued by 495 the Australian Maritime Safety Authority (AMSA). Owner s warrant that the vessel complies with current 496 regulations at all ports of call regarding the prevention of Asian Gypsy Moth infestation. The Vessel shall be 497 placed off-hire during any period(s) when any relevant authority declares the Vessel to be in non compliance with 498 any of the foregoing and any expenses directly attributable thereto including but not limited to standby of trucks, 499 labour and mechanical equipment or removal of the Vessel from the berth to be for Owner s account. Without 500 prejudice to clause 17, if the Vessel is moved off the berth due to non-compliance, with any Laws or Regulations 501 at any port of call under this Charter Party, the Vessel shall remain off-hire until the relevant Laws or 502

13 BHPBTime CHARTER PARTY Page 13 of 18 Regulations have been complied with and the Vessel is in the same position, as if there had been compliance 503 originally. 504 Furthermore, the vessel shall be off-hire for any time lost by reason of berth congestion or the like that would 505 not have been lost but for the non-compliance ISM Compliance 507 From the date of coming into force of the International Safety Management (ISM) Code in relation to the Vessel 508 and thereafter during the currency of this Charter Party, the Owner shall procure that both the vessel and 509 the Compay (as defined by the ISM Code) shall comply with the requirements of the ISM Code. Upon 510 request the Owner shall provide a copy of the relevant Document of Compliance (DOC) and Safety 511 Management Certificate (SMC) to the Charterer. 512 Except as otherwise provided in this Charter Party, loss, damage, expense or delay caused by failure on the 513 part of the Owner or the Company to comply with the ISM Code shall be for the Owner s account Hold/Gear Warranty 515 Owner warrants that Vessel has free and unobstructed holds and is suitable for grab discharge. If the Vessel is 516 geared Owner further warrants that the gear as described is certified with proper markings on the blocks and 517 that each cargo crane is capable of lifting cargo/equipment with a maximum weight under the hook, as stated 518 in Appendix A Cargo Surveys 520 If required by Charterer a joint cargo pre-shipment and/or an outturn survey shall be carried out by 521 independent surveyors agreed between Owners and Charterers with the Surveyors fees to be shared equally P & I Club 523 Owner warrants that: 524 (i) the Vessel shall be entered with a Protection and Indemnity Club for full P&I cover and Charterer to have 525 the benefit of Owners P & I Club as far as the rules of same permit. 526 (ii) the Vessel s hull and machinery shall be fully insured Delivery of Cargo without Production of Documents 528 If requested by Charterer, the Master shall release all or part of the cargo at the discharging port(s) 529 without presentation of original Bills of Lading. Prior to discharge Charterer shall provide Owner via 530 telex or fax with a Letter of Indemnity as per the Owner s P & I Club form but without a bank guarantee. 531 Such Letter of Indemnity shall automatically become null and void upon presentation of the original Bill of 532 Lading to Owner or Master Change of Name 534 The Vessel shall not change Ownership, name, flag, class, technical and / or crew management during the 535 currency of this Charter Party without Charterer s prior approval, which shall not be unreasonably withheld. 536 Charterer is to be given advance notice of any change of Master or Chief Officer Double Banking 538 Subject to the provision of sufficient fenders/protection to the Master s satisfaction, Charterer shall have the 539 option to double bank the Vessel. Owner not to be responsible for loss or damage to cargo by reason of this 540 method of loading/discharging, save for any such loss or damage which arises by reason or consequence of 541 negligence or wilful misconduct on the part of the Owner, Master and/or Crew and/or the unseaworthiness of 542 the Vessel and/or deficiencies in the Vessel s cargo gear Lighterage 544 Charterer shall have the option to load from barges and/or discharge into barges moored alongside the 545 Vessel Hatch Opening and Closing 547 Crew to open and close hatches as required by Charterer provided shore regulations permit at no cost to 548 Charterer Deductions from Hire 550 Charterer shall be at liberty to deduct estimated values of bunkers on redelivery from last hire payment(s). If 551

14 BHPBTime CHARTER PARTY Page 14 of 18 during the currency of this Charter Party any expenditure is properly incurred by Charterer on behalf of 552 Owner, the Charterer shall have the right to reimburse themselves in respect of such expenditure by way of 553 deductions from hire. Such deductions are to be substantiated in due course with signed vouchers Owner s Matters in Port 555 Charterers agents are available to perform the minor husbandry matters for Owners. These services are to be 556 provided at actual cost and no agency fee is applicable, but owners to settle with agents and to be ultimately 557 responsible for settling same. All other matters to be arranged exclusively by Owners and to be settled directly Cabling/Victualling 559 All cable/victualling/communication expenses undertaken on behalf of Charterer to be borne by Charterer at 560 a cost of US$1000 per 30 days or pro rata Oil Pollution and Financial Responsibility 562 (i) Owner agrees to indemnify Charterer and their servants and agents or any other party against all and any 563 liability for or arising out of oil pollution (whatever the basis of liability may be) by reason of any act or 564 omission of the Vessel, the Master or any servant or agent of Owners, provided that the incident giving rise to 565 such liability shall not have been caused by or contributed to by the party seeking to be indemnified under this 566 charter Party and provided that the facts and matters giving rise to such liability would not give rise to a 567 defence under Article 3, Section 2 of the International Convention on Civil Liability for Oil Pollution Damage if the Vessel were a ship carrying oil in bulk as cargo.owner warrants that the Vessel is entered in a P&I 569 Association with cover for liabilities arising out of any liability as aforesaid. 570 (ii) During the period of this Charter Party Owner warrants that they shall comply with all financial 571 capability, responsibility, security or like laws, regulations and/or other requirements of whatsoever kind with 572 respect to oil or other pollution damage applicable to the Vessel entering, leaving, remaining at or passing 573 through any ports or places or waters in the performance of this Charter Party. Owner, at its sole risk and 574 expense shall make all arrangements by bond, insuance or otherwise and obtain all such certificates or other 575 documentary evidence and take all such action as may be necessary to satisfy such laws, regulations and/or 576 other requirements. Any expense or time lost to the Charterer due to any failure or omisssion to do the 577 foregoing shall be for Owner s account. 578 (iii) Notwithstanding anything else contained herein, for US Financial Responsibility requirements, Owner 579 warrants that they will continue to have throughout the period of this Charter Party the standard oil pollution 580 insuance coverage available through Owner s P&I Club (minimum US$500 million), expense for the coverage 581 to be for Owner s account Weather Routing 583 Charterer may employ the services of an Independent Weather Bureau Reporting service such as Oceanroutes 584 to route monitor the Vessel and the Master is to comply with the reporting procedure. The Vessel shall be 585 capable at all times of performing at the agreed speed and consumption in the weather conditions as stated in 586 Appendix A and in the event that this is not the case then Charterer shall be compensated for 587 slow speed or over consumption and shall have the right to deduct this amount from hire. 588 Evidence of the weather conditions to be taken as reported daily on the noon position report to Charterer. In the 589 event of discrepancy between daily report from the Vessel and that provided by the Independent Weather 590 Bureau Report, the Independent Weather Bureau Reports are to be accepted as the basis upon which any speed 591 claim is to be made Banking Details 593 Beneficiary (Account name): 594 Account Number: 595 Beneficiary Bank: Chips UID (US$ Payments only): 596

15 BHPBTime CHARTER PARTY Page 15 of 18 Address: Fedwire No: 597 Note: The following need only be completed where Beneficiary Bank is located outside country of currency: 598 Correspondent Bank in the USA of the Beneficiary Bank: 599 Bank Name: ABA No: 600 Clause 62 to 66 inclusive only apply if the Vessel is fixed for a period: Lashing/Unlashing 602 Lashing/Unlashing cargoes is to be performed by Vessel s crew if same required by Charterer, provided same 603 allowed by port and or Labour Union regulations, weather and/or safety considerations and for which Charterer 604 is to compensate crew at an agreed rate. Lashing, relashing and unlashing to be done always at Charterer s 605 time, expense and risk, save and except that at no time will the crew be deemed employees of the Charterer 606 and the Owner shall indemnify Charterer against claims by any crew member for injuries suffered during as as 607 a consequence of the lashing/unlashing of cargoes Charterer s Equipment 609 Any Charterer s equipment and/or stores placed on board to be retained by Master and same to be returned to 610 Charterer prior to redelivery of Vessel Extended Offhire 612 Should Vessel be off hire during the currency of this Charter Party for any reasons whatsoever, Charterer 613 has the option of adding such off hire period to the charter period stipulated in Clause 1 of this Charter Party. 614 The hire payable in respect of any such added hire period shall be as stipulated in Clause 10. Such option 615 should be declared by Charterer latest 45 days prior to vessel s original earliest redelivery Layup 617 Charterer shall have the right to order the laying up of Vessel at any time and for any period of time at a safe 618 berth or place, and in the event of such laying up, Owner shall promptly take steps to effect all the 619 economics in operating costs including insurance which may be possible and give prompt credit to Charterer 620 in respect of all such economies. At the request of Charterer, Owner shall at any time provide an estimate of 621 the economies which would be possible in the event of the laying up of Vessel. The laying up port or place 622 shall be at Charterer s option but shall always be safe. Should Charterer decide that for reasons of economy 623 officers and crew should be paid off then the cost of repatriation and later cost of rejoining including laying up 624 preparation and reactivating cost and any expenses related thereto, are to be for Charterer s account. 625 Charterer to give sufficient notice of their intention in this respect to decommissioning and recommissioning. If 626 Vessel be laid up continuously in safe port/place/anchorage for more than 30 days as per this clause, 627 Charterer to accept reduction of speed and/or excess consumption otherwise Charterer to conduct 628 reactivation procedure including underwater cleaning/painting at their time and expenses Safety Clause for Period Timechartered Vessel s 630 Owners acknowledge that Charterer have a policy that requires the highest standards of shipboard operations 631 and agree to cooperate with Charterers in ensuring that all due care and diligence is exercised in regard to: 632 The Safety of ship, crew and others working with the Vessel, The Environment, Cargo care and handling, Safe 633 and efficient Navigation, and General housekeeping and management of the Vessel. 634 In furtherance of Owner s and Charterer s above policies, Owner agree to carry out with the Charterer, joint 635 Ship Appraisals at mutually convenient times but at least semi-annually. The Ship Appraisal will be based 636 on a checklist (mutually) agreed and will have particular reference to the above. Any deficiencies noted will be 637 corrected by the Owner as soon as possible and in good faith. In addition, Owner agrees that any and all 638 incidents or potential incidents that involve: 639 a) the safety & health of crew and other persons involved with the ship, and 640