DRAFT CHARTER PARTY

IT IS THIS DAY AGREED between ________________________(hereinafter referred to as “Owners” Which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its Successors and Assigns ), being owners of the good vessel called__________________________________ (hereinafter referred to as “the vessel”) described as per Clause 1 hereunder and Hindustan Petroleum Corporation Limited having its Registered Office at “PETROLEUM HOUSE”, 17, Jamshedji Tata Road, Mumbai-400020, India (hereinafter referred to as “Charterers”), (Which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its Successors and Assigns).

This agreement is being entered into in pursuance of the Charterers’ Chartering Enquiry No. _______________ dated _________________.

1. Description and condition of vessel

At the date of delivery of the vessel under this charter(a) She shall be classed ………………(b) She shall be in every way fit to carry clean and/or dirty

petroleum products including condensates but excluding alcohol and solvents. If the vessel is taken by the charterers for white oil service, she will be released in white oil service & if the vessel is taken for black oil service she will be released in black oil service.

(c) She shall be tight, staunch, strong, in good order and condition, and in every way fit for the service, with her machinery, boilers, hull and other equipment (including but not limited to hull stress calculator and radar) in a good and efficient state;

(d) Her tanks, valves and pipelines shall be oil-tight;

(e) She shall be in every way fitted for burning at sea and at Port – Fuel Oil (380 / 180 Cst) for main propulsion, boilers and HFHSD for auxiliaries.

(f) In case of vessels designated for overseas trade, she shall comply with the regulations in force so as to enable her to

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pass through the Suez and Panama Canals by day and night without delay;

(g) She shall have on board all certificates, documents and equipment required from time to time by any applicable law to enable her to perform the charter service without delay;

[(h)] She shall be fully coiled and capable at all times for heating and maintaining cargo upto a temperature of 70 145 degree C @ 4 degree C raise per day from commencement of voyage. (Only for Black Oil category of vessels).

(h)[(i)] Owners guarantee that vessel will maintain positive segregation for the No. of grades (minimum three grades segregation is required) as mentioned in their technical bid and that the vessel is capable of loading and discharging minimum 2 grades simultaneously by day as well as by night without damage of admixture. Owners shall be responsible for contamination that may occur on-board the vessel through malfunction/mal-operation/leakage of valves, bulkheads, manifold/s or pipelines.

Owners shall co-operate with the charterers to establish the cause and extent of contamination and associated delays. Owners will extend the full support to charterers to mitigate the losses. Any delays caused due to non-cooperation of the owners shall be on owners account.

(i)[(j)] Owners shall readily provide suitable substitute vessel/s, if the vessel/s required to be delivered to the charterer is/are unavailable due to dry-docking or any other reasons.

2. Shipboard Personnel and their Duties

(a) On the date of delivery of the vessel under this charter

(i) She shall have a full and efficient complement of master, officers and crew for a vessel of her tonnage, who shall in any event be not less than the number required by the laws of the flag state and who shall be trained to operate the vessel and her equipment competently and safely;

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(ii) All shipboard personnel shall hold valid certificate of competence in accordance with the requirements of the law of the flag state;

(iii) All shipboard personnel shall be trained in accordance with the relevant provisions of the International Convention on Standards of Training, Certification and Watch-keeping for Seafarers, 1995 with its amendments made from time to time.

(b) Owners guarantee that throughout the charter service the master shall, with the vessel’s officers and crew, unless otherwise ordered by Charterers,

(i) prosecute all voyages with the utmost dispatch;

(ii) render all customary assistance; and

(iii) load and discharge cargo as rapidly as possible when required by Charterers or their agents to do so, by night or by day, but always in accordance with the laws of the place of loading or discharging (as the case may be) and in each case in accordance with any applicable laws of the flag state.

3. Duty to Maintain

(i) Throughout the charter service Owners shall, whenever the passage of time, wear and tear or any event (whether or not coming within Clause 28 hereof) requires steps to be taken to maintain or restore the conditions stipulated in Clause 1 and 2 (a), exercise due diligence so to maintain or restore the vessel.

(ii) If at any time whilst the vessel is on hire under this charter, the vessel fails to comply with the requirements of Clauses 1, 2 (a) or 11 then hire shall be reduced to the extent necessary to indemnify Charterers for such failure. If and to the extent that such failure affects the time taken by the vessel to perform any services under this charter hire shall be reduced by an amount equal to the value, calculated at the rate of hire. Cost of Bunker consumed during the time lost will be on owners’ account.

Any reduction of hire under this sub-Clause (ii) shall be without prejudice to any other remedy available to Charterers, but where such reduction of hire is in respect of

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time lost, such time shall be excluded from any calculation under Clause-25.

(iii) If Owners are in breach of their obligation under Clause 3 (i), Charterers may so notify Owners in writing; and if, after the expiry of 30 days following the receipt by Owners of any such notice, Owners have failed to demonstrate to Charterers’ reasonable satisfaction the exercise of due diligence as required in Clause 3 (i), the vessel shall be off-hire, and no further hire payments shall be due, until Owners have so demonstrated that they are exercising such due diligence.

Furthermore, at any time while the vessel is off-hire under this Clause 3, Charterers have the option to terminate this charter by giving notice in writing with effect from the date on which such notice of termination is received by Owners or from any later date stated in such notice. This sub-clause (iii) is without prejudice to any rights of Charterers or obligations of Owners under this charter or otherwise (including without limitation Charterers’ rights under Clause 22 hereof).

4 Period of Hire and Trading Limits

Owners agree to let and Charterers agree to hire the vessel for a period of __ months from the date the vessel is delivered to charterers as specified in the notice of delivery, with provisions of extensions as mentioned in Clause 55, for the purpose of carrying all lawful merchandise (subject always to Clause 29) including in particular, clean and/or dirty petroleum products. The trading limits of the vessel would include the entire coast of India; however in the case of vessels having licenses/approvals for overseas trading, the trading limits of such vessels would also include trading in any part of the world, excluding USA/ USA controlled territories and countries/territories prohibited for Trading by Govt. of India, as Charterers shall direct, subject to the limits of the current Institute Warranties and any subsequent amendments thereof.

Charterers’ shall use due diligence to ensure that the vessel is only employed between and at safe places (which expression when used in this charter shall include ports, berths, wharves, docks, anchorages, submarine lines, alongside vessels or lighters, and other locations including locations at sea) where she can safely lie always afloat basis owners’ declarations regarding vessel’s drafts, dimensions, capability of berthing at a particular part and ports’ published restrictions. Notwithstanding anything contained in this

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or any other clause of this charter, Charterers do not warrant the safety of any place to which they order the vessel and shall be under no liability in respect thereof except for loss or damage caused by their failure to exercise due diligence as aforesaid. Subject as above, the vessel shall be loaded and discharged at any places as Charterers may direct, provided that Charterers shall exercise due diligence to ensure that any ship-to-ship transfer operations shall conform to standards not less than those set out in the latest published edition of the ICS/OCIMF ship-to-ship Transfer Guide.

The delivery of the vessel shall be taken at berth at one safe port/ LPO in India at Charterer’s option after coastal conversion (if required) and bunker survey. Time and cost for conversion and bunker survey shall be on Owner’s account.If the vessel arrives within agreed narrowed down laycan then waiting for coastal conversion of the vessel due to non-receipt of DG-Shipping license / permission for reasons attributable to charterers or due to non-availability of berth to be on charterers’ account.

Lay days shall be advised to the owners, and for the induction of the vessel in the subject charter party, hire time shall start as per the following:

Vessel arrived before lay-days : Commencement of loading time at the jetty as per mutual consent, or 0600 hrs of the 1st day of the lay days window, whichever is earlier.

Vessel arrived during lay days : NOR + 6 hrs or commencement of loading time, whichever is earlier.

Vessel arrived after lay can window : Vessel to wait in the queue and commencement of hire time starts either on commencement of loading time or 72 hrs after tendering of NOR with allowance for tide, whichever is earlier.

The vessel shall be redelivered at berth at one safe port/LPO in India at Charterer’s option after bunker survey, time and cost for which shall be on Charterer’s account.

Owners to ensure sufficient bunkers/water onboard the vessel, to complete the first voyage , at the time of delivery of the vessel to charterers.

5. Lay days/Cancelling

The vessel shall not be delivered to charterers’ before ----------- and charterers shall have the option of invoking the arbitration clause

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and/or liquidated damage clause as envisaged in the tender document if the vessel is not ready and at their disposal within 30 days from the first day of declared lay-can. Notwithstanding the above, the charterers’ shall also have the option of cancelling the fixture/charter, in case the vessel is not delivered as per the requirement of the charterer.

6. Owners to provide

Owners undertake to provide and to pay for all provisions, wages, and shipping and discharging fees and all other expenses of the master, officers and crew; also, except as provided in Clauses 4 and 35 hereof, for all insurance on the vessel, for all deck, cabin and engine-room stores, and for water; for all dry docking, overhaul, maintenance and repairs to the vessel; and for all fumigation expenses and de-rat certificates. Owners’ obligations under this Clause 6 extend to all liabilities for customs/ immigration/ Port Health Clearance for crew/ free pratique or import duties arising at any time during the performance of this charter in relation to the personal effects of the master, officers and crew, and in relation to the stores, provisions and other matters aforesaid which Owners are to provide and pay for and Owners shall refund to Charterers any sums Charterers or their agents may have paid or been compelled to pay in respect of any such liability. Any amounts allowable in general average for wages and provisions and stores shall be credited to Charterers insofar as such amounts are in respect of a period when the vessel is on-hire. Overage insurance premium due to vessel’s age & class will be to Owners’ account. Owners shall pay for charges like garbage expenses, port crew welfare expenses and any other misc. expenses levied by ports.

7. Charterers to provide

Charterers shall provide and pay for all fuel and water for boilers, hire, towage and pilotage and shall pay agency fees, port charges, commissions, expenses of loading and unloading cargoes, canal dues and all charges other than those payable by Owners in accordance with Clause 6 hereof, provided that all charges for the said items shall be for Owners’ account when such items are consumed, employed or incurred for Owners’ purposes or while the vessel is off-hire (unless such items reasonably relate to any service given or distance made good and taken into account under Clause 22 or 23); and provided further that any fuel used in connection with a general average sacrifice or expenditure shall be paid for by Owners. Owners/Masters to exercise due diligence in the consumption of water so as to avoid wastage.

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8. Rate of Hire

8.1 Subject as herein provided, Charterers shall pay for the use and hire of the vessel at the all inclusive rate of USD ____________ Per Day Pro Rata (excluding Service Tax/Education Cess on service tax, if any).

It is agreed between the parties that service tax / education Cess on service tax, if levied on the charter hire payment during the period from the date the same is becoming payable till completion of the charter period shall be paid to the owners by the charterers at the applicable rate against a Cenvatable Invoice subject to the owners having been registered for the purposes of service tax. The Charter Hire and Service Tax payment for the subsequent months will be made only on submission of proof of payment of Service Tax for the previous months.

9. Exchange Rate for Indian Ship-owners

The exchange rate applicable shall be the mean of TT buying and selling as declared by SBI, CAG Branch, Mumbai on the due date of payment as per charter party. If the due date of payment is a bank holiday, the rate on the previous day on which such exchange rate is available, will be used for conversion.    

10. Payment of Hire

10.1 Payment of charter hire shall be made on monthly basis on production of all the documents, immediately during subsequent month less :

(a) Any amounts disbursed or for which intimation has been received from Owners for disbursement.

(b)Charter Hire paid or expenses incurred by Charterers relating to off-hire periods, including but not limited to provisional claims on ship owners with regard to cargo contamination etc for which Charterers will give intimation on Fax/Email.

(c) Charterers performance claim pertaining to the previous quarter, shall in first instance be settled in accordance with charterer’s estimate within 30 days from the end of the

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previous quarter. Final recoveries or payment if any, of such deductions shall be made within 90 days from the end of the previous quarter.

(d)Charter Hire for Off-Hire periods during the month in question.

(e)Tax to be Deducted at Source (TDS), educational cess and/or any other statutory deductions, if applicable.

10.2 From the payment of charter hire for the final month of the charter period and other pending payments, if any, Charterers are authorized to deduct cost of bunkers estimated to be on board on redelivery and any amount disbursed on Owners’ behalf and performance claim equivalent to a maximum of 5 days charter hire amount for each quarter for which performance analysis is pending.

10.3 Payments to Indian ship-owners will be made in equivalent Indian Rupees.

10.4 address commission @ 2.5% on 100% gross charter hire shall be deducted from the charter hire, as and when paid

11. Space available to Charterers

The whole reach, burthen and decks of the vessel and any passenger accommodation (including Owners’ suite) shall be at Charterers’ disposal, reserving only proper and sufficient space for the vessel’s master, officers, crew, tackle, apparel, furniture, provisions and stores, provided that the weight of stores on board shall not, unless specially agreed, exceed 250 tones at any time during the charter period.

12. Instructions and Logs

Charterers shall from time to time give the master all requisite instructions and sailing directions and he shall keep a full and correct log of the voyage or voyages, which Charterers or their agents may inspect as required. The master shall when required furnish Charterers or their agents with a true copy of such log and with properly completed loading and discharging port sheets and voyage reports for each voyage and other returns as Charterers may require. Charterers shall be entitled to take copies at Owners’ expense of any such documents, which are not provided by the master.

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Owners to submit deck log abstracts and engine log abstracts in the format prescribed by the charterers on daily basis and/or at the periodicity advised by the charterers by e-mail which will be reckoned for performance analysis for all completed voyages. The signed hard copies of the same are also to be submitted within 15 days of completion of voyage. In the event of failure in timely submission of above logs, the charterers may not release subsequent charter hire payment(s) till receipt of the logs, after giving reasonable notice to the Owners.

Statement of fact for sea passage in the format prescribed by charterers to be duly filled by the Master of the vessel and to be handed over to the charterers representative (Boarding Officer) on arrival at the port. A copy of the same to be sent by e-mail to the charterers by the Owners after sailing of the vessel from the port.

13. Bills of Lading

The master (although appointed by Owners) shall be under the orders and direction of Charterers as regards employment of the vessel, agency or other arrangement. Bills of Lading are to be signed at any rate of freight Charterers or their agents may direct without prejudice to this Charter, the Master attending as necessary at the offices of the Charterers or their agents to do so. Charterers hereby indemnify Owners against all consequences or liabilities that may arise from the Master, Charterers or their agents signing the bills of lading or other documents, or from the Master otherwise complying with Charterers or their agents orders as well as any irregularities in papers supplied by Charterers or their agents. The said indemnity shall not extend to any consequences or liabilities or apply to any loss or damage arising from orders to proceed to, enter, remain in or at, depart from or shift berth in or at any port, place, berth, dock anchorage, or submarine line, other than consequences or liabilities or loss or damage resulting from or caused by failure to exercise due diligence as required by Clause 4 hereof. The Master shall authorize Charterers or their agents to sign bills of lading on his behalf if requested to do so.

For Coastal movement, in case original bills of lading are not made available to Master of the vessel at first discharge port, charterers shall make endeavor to submit fax / e-mail copy of the bills of lading. Based on specific request from the

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charterers, Master of the vessel shall discharge the cargo as directed by the charterers. Charterers shall also indemnify owners against all consequences and liabilities arising out of non-submission of original bills of ladings.

14 Conduct of Vessel’s personnel

If Charterers complain of the conduct of the master or any of the officers or crew, Owners shall immediately investigate the complaint. If the complaint proves to be well founded, Owners shall, without delay, make a change in the appointments and Owners shall in any event communicate the result of their investigations to Charterers within 15 days from the day of the complaint.

15. On and Off-Hire Survey.

Unless otherwise agreed, on and off-hire survey shall be carried out by one independent surveyor appointed by the charterers, the reports of the same would be acceptable to both the parties.

16. Bunkers at delivery and redelivery

In case of vessels which are currently on charter with the Oil Industry, Charterers shall accept and pay for all bunkers on board at the time of delivery as per the redelivery prices charged by the previous Charterer provided owners have not supplied any fresh bunkers after re-delivery by previous charterer and before delivery to new charterer. Owners to provide the proof of such recoveries by the previous Charterer. In all other cases, Charterers shall accept and pay as per the last bunker procurement price by the owners (owners to submit relevant invoice / proof of payment) or at the ruling coastal price at the port of delivery, whichever is lower, for all bunkers on board at the time of delivery.

Owners shall on redelivery (whether it occurs at the end of the charter period or on the earlier termination of this charter) accept and pay for all bunkers remaining on board, at the then current ruling coastal prices at the port of redelivery, as the case may be. The charterers are also entitled to recover the cost of bunkers on redelivery of the vessel from the last month’s charter hire payments and other pending payments, if any. If for the port of delivery / re-delivery the coastal rates are not available, in such cases the rates applicable for the nearest port at the time of delivery / redelivery shall be considered. In case of vessel delivery/redelivery at RIL, Sikka/EOL, Jamnagar then the bunker rates declared for Kandla Port shall be applicable for calculating the coastal prices for bunkers at the time of delivery/redelivery.

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During the charter period after the initial delivery of the vessel, in case the vessel is being delivered to charterers after Dry Docking, then due weightage shall be given to the quantity and value of Bunkers remaining on board at time of delivery for which the charterer’s have deducted the cost from the owners based on the port of re-delivery to owners for Dry Docking. Owners shall submit documentary evidence to the satisfaction of the Charterers and in case the same is not accepted by the Charterers then Charterers shall accept and pay as per the last bunker procurement price by the owners (owners to submit relevant invoice / proof of payment) or at the ruling coastal price at the port of delivery, whichever is lower, for all bunkers on board at the time of delivery.

17. Stevedores, Pilots, Tugs

Stevedores when required shall be employed and paid by Charterers, but this shall not relieve Owners from responsibility at all times for proper stowage, which must be controlled by the master who shall keep a strict account of all cargo loaded and discharged. Owners hereby indemnify Charterers, their servants and agents against all losses, claims, responsibilities and liabilities arising in any way whatsoever from the employment of pilots, tugboats or stevedores, who although employed by Charterers shall be deemed to be the servants of and in the service of Owners and under their instructions (even if such pilots, tugboat personnel or stevedores are in fact the servants of Charterers, their agents or any affiliated company); but such indemnity shall not exceed the amount to which Owners would have been entitled to limit their liability if they had themselves employed such pilots, tugboats or stevedores.

18. Supernumeraries

Charterers at their risk and expense subject to life boat capacity and approval from DG Shipping, may send representatives in the vessel’s available accommodation upon any voyage made under this charter, Owners finding provisions and all requisites as supplied to officers, except liquors. Charterers paying at the rate of Rs.300/- per day for each representative while on board the vessel.

19. Sub-letting

Charterers may sub-let the vessel, but shall always remain responsible to Owners for due fulfillment of this charter.

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20. Final Voyage

Should the vessel be on her voyage towards the port of redelivery at the time of payment of hire is due, payment of hire shall be made for such length of time as Owners and Charterers may agree upon as being estimated time necessary to complete the voyage, less any disbursements made or expected to be made or expenses incurred or expected to be incurred by Charterers’ for Owners account and less the estimated amount of bunker fuel remaining at the termination of the voyage and towards performance claim an amount equivalent to 5 days charter hire amount for each quarter for which performance analysis is pending and when the vessel is redelivered any overpayment shall be refunded by the owners or underpayment paid by Charterers. Not-withstanding the provisions of clause 4 hereof should the vessel be upon voyage at the expiry of the period of this charter, Charterers shall have the use of vessel at the same rate and conditions for such extended time as may be necessary for the completion of the laden voyage on which she is engaged and her return to a port of re-delivery as provided by the Charter.

21. Loss of Vessel

Should the vessel be lost, this charter shall terminate and hire shall cease at noon on the day of her loss; should the vessel be a constructive total loss, this charter shall terminate and hire shall cease at noon on the day on which the vessel’s underwriters agree that the vessel is a constructive total loss; should the vessel be missing, this charter shall terminate and hire shall cease at noon on the day on which she was last heard of. Any hire paid in advance and not earned shall be returned to Charterers’ and Owners shall reimburse Charterers for the value of the estimated quantity of bunkers on board at the time of termination, at the price paid by Charterers at the last bunkering port within 15 days from the receipt of a Notice from the Charterers.

22 Off-Hire

(a) On each and every occasion that there is loss of time (whether by way of interruption in the vessel’s service or, from reduction in the vessel’s performance, or in any other manner)

(i) due to deficiency of personnel or stores, repairs; gas-freeing for repairs; breakdown (whether partial or total) of machinery, boilers or other parts of the

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vessel or her equipment, overhaul, maintenance or survey; collision, stranding, accident or damage to the vessel; or any other similar cause preventing the efficient working of the vessel; or

(ii) due to industrial action, strike, refusal to sail, breach of orders or neglect of duty on the part of the master, officers and crew; or

(iii) for the purpose of obtaining medical advice or treatment for or landing any sick or injured person (other than a Charterers’ representative carried under Clause 18 hereof) or for the purpose of landing the body of any person (other than a Charterers’ representative); or

(iv) due to any delay in quarantine arising from the master, officers or crew having had communication with the shore at any infected area without the written consent or instructions of Charterers or their agents, or to any detention by customs or other authorities caused by smuggling or other infraction of local law on the part of the master, officers, or crew or hijacked by pirates/terrorists; or

(v) due to detention of the vessel by authorities at home or abroad attributable to legal action against or breach of regulations by the vessel, vessel’s Owners (unless brought about by the act or neglect of Charterers); then

Without prejudice to Charterers’ rights under Clause 3 or to any other rights of Charterers hereunder or otherwise the vessel shall be off-hire from the commencement of such loss of time until she is again ready and in an efficient state to resume her service from a position not less favorable to Charterers than that at which such loss of time commenced; provided, however, that any service given or distance made good by the vessel whilst off-hire shall be taken into account in assessing the amount to be deducted from hire.

(b) If the vessel fails to proceed at any guaranteed speed pursuant to Clause 25, and such failure arises wholly or partly from any of the causes set out in Clause 22(a) above, then the period for which the vessel shall be off-hire under this Clause 22 shall be the difference between

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(i) the time the vessel would have required to perform the relevant service at such guaranteed speed and

(ii) the time actually taken to perform such service (including any loss of time arising from interruption in the performance of such service).

For the avoidance of doubt, all time included under (ii) above shall be excluded from any computation under Clause 25.

(c) Further and without prejudice to the foregoing, in the event of the vessel deviating (which expression includes without limitation putting back, or putting into any port other than that to which she is bound under the instructions of Charterers) for any cause or purpose mentioned in Clause 22(a), the vessel shall be off-hire from the commencement of such deviation until the time when she is again ready and in an efficient state to resume her service from a position not less favorable to Charterers than that at which the deviation commenced, provided, however, that any service given or distance made good by the vessel whilst so off-hire shall be taken into account in assessing the amount to be deducted from hire. If the vessel, for any cause or purpose mentioned in Clause 22(a), puts into any port other than the port to which she is bound on the instructions of Charterers, the port charges, pilotage and other expenses at such port shall be borne by Owners. Should the vessel be driven into any port or anchorage by stress of weather, hire shall continue to be due and payable during any time lost thereby.

(d) If the vessel’s flag state becomes engaged in hostilities, and Charterers in consequence of such hostilities find it commercially impracticable to employ the vessel and have given Owners written notice thereof then from the date of receipt by Owners of such notice until the termination of such commercial impracticability the vessel shall be off-hire and Owners shall have the right to employ the vessel on their own account.

(e) Time during which the vessel is off-hire this charter shall count as part of the charter period.

(f) Breakdown bunker consumption will be estimated on the actual. However, where the actual are not recorded in the ship log, bunker consumption as per port idle consumption declared by vessel owners in the technical bid shall apply. Such consumption during breakdown periods during

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voyages/port stay, other than planned repairs/dry-docking will be borne by Owners for which average Indian Coastal Bunker prices of all port locations on the date of occurrence to apply.

(g) In the event of breakdown/vessels fault resulting in cancellation of inward/outward movement, after completion of the repairs / re-tendering of NOR, if the POB is earlier than 72 hrs then the off-hire will be restricted to POB time. In case this POB is beyond 72 hrs from re-tendering of NOR, then the additional cost & time beyond 72 hrs from re-tendering of NOR will be shared by charterers and owners on 50:50 basis.

(h) In the event of vessels’ breakdown continuing for more than 15 days, the Owners shall provide a substitute vessel within 15 days, after notice from the Charterers, failing which the Charterers have an option to take substitute vessel/s on voyage charter/short term time charter from open market for product movement and any additional charge paid in procuring the substitute vessel/s shall be compensated by the Owners or recovered by the Charterers from the amounts due to them. The off hired vessel shall be taken back on hire only after the completion of the voyage of the “substitute” vessel.

23. Periodical Dry-docking

(a) Owners undertake that between twelve to thirty months after the vessel was last dry-docked and at the expiry thereafter of such between twelve to thirty months, as the case may be of continuous use under the Charter they will put the vessel in dry-dock and clean and paint her bottom at their expense as soon thereafter as Charterers place the vessel at owners’ disposal, free of cargo at a port at Charterers’ option.

(b) Owners shall propose to Charterers a date on which they wish to dry-dock the vessel not less than one month before such date. Charterers shall endeavor to release the vessel for dry-dock around the date indicated by the Owners at a port convenient to Charterers. Owners are prohibited to carry any cargo while proceeding towards dry dock or while returning from dry dock, without charterer’s permission.

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(c) During dry dock, the vessel shall be treated as off-hire and such off-hire will start from hose disconnection at port of release till tendering of NOR by Master of vessel at Outer Anchorage of an Indian port at Charterers’ option where the vessel is intended to be taken over by the Charterers and such period i.e. from hose disconnection at port of release till the vessel is redelivered again to the charterers shall not exceed a maximum period of 60 days which is inclusive of 15 days provisional notice followed by 7 days firm notice by the owners to the charterers. In the event of the vessel’s failure to report at the nominated port as per ETA given in the firm notice, vessel will be considered to be on-hire from commencement of loading or 72 hours from tendering of NOR whichever is earlier.

(d) Without prejudice to Clause 23 (c) above, if the vessel is dry-docked at foreign port and is nominated for lifting cargo ex a foreign port by Charterers, the vessel shall be on hire in line with clause “c” above. However, Charterers have no obligation to provide cargo to vessel from dry-dock port or any other nearby foreign port.

(e) If the vessel is proceeding for dry docking, no allowance for gas freeing shall be given to owners.

(f) On board bunker settlement for the subject vessel / substitute vessel shall be carried out individually for each settlement as per Clause 16 of this Charter Party.

(g) Fuel/Bunker consumption during dry-dock will be on Owners account.

(h) Owners are required to offer suitable substitute vessel as a replacement for the dry dock vessel on the same terms and conditions, subject to charterers acceptance. Overlapping of charter period of the original vessel and the substitute vessel to the extent unavoidable may be allowed by the charterers. The charter hire for the substitute vessel shall be computed basis equivalent per MT voyage cost methodology for the standard voyage used for evaluation of the offers in the relevant enquiry.

In case, owners fail to offer a suitable substitute vessel, before the date of release of the original vessel for dry dock, as a replacement for the dry dock of the vessel, Charterers shall proceed with alternate arrangement and additional cost, if any, shall be compensated by Owners to Charterers.

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In the event of any default by the vessel owner to deliver the substitute vessel/s for the vessel proceeding to dry dock or the vessel which has gone for dry docking is not delivered to the charterers’ within 60 days of release of the vessel for dry docking, then the vessel owner shall be liable to pay the charterer liquidated damages equivalent to 2% of the charter hire per day of default with effect from 61st day onwards till the original or substitute vessel is delivered to charterer’s The said amount of liquidated damages at 2% of charter hire per day of default is a fair estimate of the losses and damages caused to the charterer on account of the default /failure of the vessel owner to provide the vessel. This is not a penalty in any form whatsoever.

24. Ship Inspection/Vetting

The Charterers shall have the option to have the vessel vetted prior to finalizing Charter Party terms or during the currency of the Charter period by an inspector/surveyor appointed by charterers for ascertaining that the vessel complies with ISPS codes and OCIMF Guidelines including SIRE, CP terms and other international requirements as applicable for carrying petroleum products. This option may be exercised as often and at such intervals as Charterers in their absolute discretion may determine and whether the vessel is in port or on passage, Owners affording all necessary co-operation and accommodation on board provided, however,

i) that neither the exercise nor the non-exercise, nor anything done or not done in the exercise or non-exercise, by Charterers of such right shall in any way reduce the master’s or Owners’ authority over, or responsibility to Charterers or third parties for, the vessel and every aspect of her operation, nor increase Charterers’ responsibilities to Owners or third parties for the same; and

ii) that Charterers shall not be liable for any act, neglect or default by themselves, their servants or agents in the exercise or non-exercise of the aforesaid right. In the event of any major deficiency noted during such inspection, charterers have the option to off-hire vessel till the deficiencies are rectified.

The expenses towards inspection/vetting shall be borne by Owners.

25 Detailed description and performance

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Owners warrant the vessel shall be of the description set out in Annexure 1 and signed by them and undertake to use their best endeavors so as to maintain the vessel during the period of her service hereunder:

1) Further but otherwise without prejudice to the generality of this clause, owners guarantee that at wind speed and wave height corresponding to Beaufort Scale 4, the average speed of this vessel will not be less than ______ knots. The vessel shall have maximum bunker consumption of ____________ MTs of Fuel Oil and _______ MTs of HFHSD per day under all weather condition, for all purposes excluding tank cleaning, , inerting , gas freeing, discharging/loading, maneuvering in congested navigable waters, poor visibility and harbor steaming etc. The aforesaid average speed shall be calculated by reference to the observed distance from Revolution Full Away (RFA) to Stand-by-Engine (SBE) on all sea passages.

i. Owners further agree and guarantee that the cargo pumps, stripping pumps will throughout the terms of this Charter discharge vessel’s cargo as per clauses of this Charter Party.

ii. If in respect of any such period it is found that the vessel has failed to maintain the speed and/or fuel consumption and/or water consumption for Boilers guaranteed under this clause, Charterers shall be compensated in respect of each failing as started in clauses hereunder.

1. SPEED: The total observed distance of the actual course the vessel has traveled during a quarter shall be divided by the guaranteed speed and a notional time of passage computed as mentioned in clause 25.1. If the actual total hours as shown in the log books are in excess of the above mentioned notional time, then the excess time shall be treated as off-hire and the Charterers shall be entitled to claim charter hire for the off-hire computed in this manner. No additional hire will be paid for the time notionally saved in case the ship takes lesser time as compared to the notional time for the sea passages during the period of review.

2. FUEL CONSUMPTION: Should the grade-wise actual consumption of the ship for a quarter be more than the guaranteed consumption which would be computed by multiplying the charter-party guaranteed consumption by charter-party notional

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time as at 25.1 & 25.3 (a)(i) above, then the Owners shall be liable to pay for the extra cost of bunkers consumed by the ship at the average ruling bunker price of all Indian ports at the end of each review period.

However, if the vessel maintains average speed more than the guaranteed speed as mentioned in clause 25 (1), as per written instructions of the charterers, the bunker consumption will be at actual.

Owners shall not be entitled to recover from Charterers the cost of fuel savings, if any.

In case of adverse / bad weather, owners shall submit supporting documents, i.e. forecast report of IMD along with the deck engine logs for performance analysis of the vessel.

c) WATER CONSUMPTION FOR BOILERS:

Water consumption for boilers shall be restricted to 10 MT/Day for white oil category / 15 MT/Day for Black Oil category of vessels. In the event the actual water consumption exceeds the above norms the charterers shall recover the cost thereof at the rate of Rs 500/- per MT.

4) PUMPING CAPACITY

a) Owners warrant the vessel is capable of discharging entire cargo within 24 Hrs excluding time for stripping as provided in 4(i) below.

The definition of entire cargo would mean the quantity vessel can load fully laden. The allowed time for discharge would be proportionately reduced for the quantity to be discharged, as per ship’s ullages. In case the time so arrived by proportionate reduction is less than 10 hours, the allowed time shall be 10 hours. This allowed time of 10 hours shall also be applicable for discharging more than one grade. The quantity of the cargo would be 98% cubic capacity, multiplied by density or DWT of the vessel

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minus 50% of bunker tanks capacity plus constant as per clause 11 whichever is less.

Wherever vessel discharges cargo from only one group and unable to run minimum two pumps for discharge due to charterers need, the vessel must maintain a bulk discharge rate equivalent to 80% of capacity of the pump connected to the group. Owners will have to prove, in such cases, that vessel could not run minimum two pumps solely due to charterers need. Allowed stripping time, as per clause 25.4(i), in such discharges will be reduced proportionately depending on the number of tanks involved in discharge.Alternatively,

b) the vessel will maintain a discharge pressure of not less than 8 Kg/cm2 (Cargo) at each manifold connection on the ship’s rail by means of one or more pumps as required during bulk discharge, excluding stripping time. The Owners’ will provide on each line at ship’s manifold separate pressure gauges. If such pressure gauge is not in working condition, the jetty pressure gauge reading will be taken as the pressure developed by the vessel.

c) Should the vessel fail to maintain the performance as per Clause 25(4)(a) or 25(4)(b), the time lost will be lesser of the following:

i) The difference between actual time and the time required calculated by dividing quantity discharged as per ship’s ullage by guaranteed rate as per Clause 25(4)(a).

ii) The difference between actual time and the time that would have taken had the vessel maintained the stipulated pressure as per Clause 25(4)(b), calculated by the proportionate ratio of actual pressure to the guaranteed pressure by Straight line Method.

d) After all fast, Vessel shall ensure providing gangway / safe access to the ship at berth. Vessel shall place the gangway within 30 minutes, failing which extra time taken will be on owner’s account.

e) The vessel shall be capable of discharging at least two grades simultaneously and the allowed time will

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be calculated based on the greater quantity between the two grades. If vessel fails to discharge two grades simultaneously, the extra time taken with reference to Clause 25(4)(a) or 25.4(c), as the case may be, will be treated as off-hire.

f) In case the pressure requested by the Charterers is lower than the guaranteed, time lost will be worked out on the basis of requested pressure and the actual pressure maintained.

g) Charterers requiring cargo to be heated, owners to heat the cargo as per charterers instructions. The time lost on account of failure of the vessel to heat the cargo to warranted temperature as per Clause (1)(h) will be calculated in accordance with Darsey’s formula in the following way:

1) In case of laminar flow where Reynolds number is less than 2000, the average rate of flow at the warranted temperature will be arrived by multiplying the average performed rate of flow with the ratio of viscosity at performed temperature to the viscosity as warranted temperature.

2) In case of turbulent flow where Reynolds number is more than 2000, the average rate of flow at warranted temperature will be arrived at by multiplying the average rate of flow at performed temperature with the 7.7th root of the ratio of viscosity at performed temperature to the viscosity at warranted temperature.

3) In case of change from laminar flow at performed temperature to turbulent flow at warranted temperature, the average rate of flow at warranted temperature will be arrived at by inverse straight line method as per (1) upto the point of change in flow when Reynolds number reached 2000 and for the turbulent portion of flow beyond this point inverse 7.7th

root method as per (2) will be applied.

The time lost will be the difference between the notional time calculated as per applicable formula (1), (2) or (3) above and the time recorded as actually used by the vessel.

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(h) Charterers shall be entitled to recover the charter hire from the owners for the total time lost as calculated above.

(i) Stripping Time

Whenever possible, vessel will follow the practice of internal stripping during the bulk discharge. In any case final stripping time to be at actuals or maximum 3 Hrs per grade of cargo discharged, with maximum of 6 Hrs permitted for stripping even if more than one grade are discharged, whichever is less. The excess time taken for stripping will be treated as off-hire.

Loss on stripping will be worked out separately only where time loss as per clause 25.4.c(ii) is accounted or in cases where vessel discharges cargo from only one group using only one pump due to charterers need.

(5) Ballasting/De-ballasting:

Tankers with SBT will not be entitled for ballasting/de-ballasting time. If dirty ballast has to be discharged to shore slop tanks, discharge time allowed in this case will be actual time taken for the operation provided guaranteed pressure as per clause 25.4(b)/ shore requested pressure maintained.

In case of loading operation, if the vessel restricts the loading rate due to de-ballasting operation, the delay shall be on owners account.

(6) Owners have to submit the performance analysis in the requisite format provided by the charterers from time to time in respect of speed, bunker consumption, pumping, loading, stripping, ballasting/de-ballasting, heating, dead-freighting if any for each vessel for completed voyages to the charterers on quarterly basis along with all supporting documents within 21 days of the end of the quarter. The above analysis will be verified by the charterers. The deductions if any arrived as per above and any provisional claims with regard to cargo contamination etc will be effected from any current payment to the Owners. However in case of disagreement and owners establishing that the deductions are in excess, the excess deduction so established will be refunded back to the Owners without any interest liabilities.

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If Owners fail to submit the performance analysis as stated above for any quarter within 21 days from end of the quarter, the charterer’ will settle the performance for that quarter as per its own estimate and thereafter the case will not be re-opened.

(7) In case of repeated failure of the vessel to achieve the declared performance parameters, as per the technical bid document, charterers reserve right to terminate the charter party contract, after putting owner’s on notice.

26. Salvage

Subject to the provisions of Clause 22 hereof, all loss of time and all expenses (excluding any damage to or loss of the vessel or tortuous liabilities to third parties) incurred in saving or attempting to save life or in successful or unsuccessful attempts at salvage shall be borne equally by Owners and Charterers provided that Charterers shall not be liable to contribute towards any salvage payable by Owners arising in any way out of services rendered under this Clause 26.

All salvage and all net proceeds from derelicts shall be divided equally between Owners and Charterers after deducting the master’s, officers’ and crew’s share, including hire of the vessel, cost of fuel and all other expenses incurred.

27. Lien

Owners shall have a lien upon all cargoes and charter hire due under this charter; and Charterers shall have a lien on the vessel for all monies paid in advance and not earned, and for all claims for damages arising from any breach by Owners of this charter.

28. Exceptions

(a) The vessel, her master and Owners shall not, unless otherwise in this charter expressly provided, be liable for any loss or damage or delay or failure arising or resulting from any act, neglect or default of the master, pilots, mariners or other servants of Owners in the navigation or management of the vessel; fire, unless caused by the actual fault or privity of Owners; collision or standing; dangers and accidents of the sea; explosion, bursting of boilers, breakage of shafts or any latent defect in hull, equipment or machinery; provided, however, that Clauses 1,2,3 and 25 hereof shall be unaffected by the foregoing.

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Further, neither, the vessel, her master or Owners, nor Charterers shall, unless otherwise in this charter expressly provided, be liable for any loss or damage or delay or failure in performance hereunder arising or resulting from act of God, act of war, seizure under legal process, quarantine restrictions, strikes, lock-outs, riots, restraints of labor, civil commotions or arrest or restraints or prices, rulers or people.

(b) The vessel shall have liberty to sail with or without pilots, to tow or go to the assistance of vessels in distress and to deviate for the purpose of saving life or property.

(c) Clause 28(a) shall not apply to or affect any liability of Owners or the vessel or any other relevant person in respect of

i) loss or damage caused to any berth, jetty, dock, dolphin, buoy, mooring line, pipe or crane or other works or equipment whatsoever at or near any place to which the vessel may proceed under this charter, whether or not such works or equipment belong to Charterers, or

ii) any claim (whether brought by Charterers or any other person) arising out of any loss of or damage to or in connection with cargo. All such claims shall be subject to the Indian Carriage of Goods by Sea Act, which ought pursuant to Clause 39 hereof to have been incorporated in the relevant bill of lading (whether or not provided under the Act) or, if no such bill of lading is issued, to the Indian Carriage of Goods by Sea Act.

(d) In particular and without limitation, the foregoing sub-sections (a) and (b) of this Clause shall not apply to or in any way affect any provision in this charter relating to off-hire or to reduction of hire.

(e) The owners shall be solely responsible for paying any damages resulting from leakage/spilling of oil products, which may be imposed by any Governmental/statutory Authorities to mitigate its environmental impact.

29. Injurious Cargoes

No acids, explosives or cargoes injurious to the vessel shall be shipped and without prejudice to the foregoing, any damage to the vessel caused by the shipment of any such cargo, and the

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time taken to repair such damage, shall be for Charterers’ account. No voyage shall be undertaken, nor any goods or cargoes loaded, that would expose the vessel to capture or seizure by rulers or governments.

30. Grade of Bunkers

Charterers shall supply fuel oil (380 / 180 Cst) for main propulsion and HFHSD for the auxiliaries. Charterers warrant that all bunkers provided by them in accordance herewith shall be of a quality conforming to BIS.

31. Disbursements

Should the master require advances for ordinary disbursements like urgent medical expenses for the crews, urgent spare parts/stores etc. at any port, Charterers or their agents shall make such advances to him, in consideration of which Owners shall pay a commission of two and a half percent, and all such advances and commission shall be deducted from hire.

32. Laying – Up

Charterers shall have the option, after consultation with Owners to lay up the vessel at a safe place approved by Owners, in which case the hire provided for under this charter shall be adjusted to reflect any net increases in expenditure reasonably incurred or any net saving which should reasonably be made by Owners as a result of such lay-up. Charterers may exercise the said option any number of times during the charter period.

33. Requisition

Should the vessel be requisitioned by any government, de facto or de jure, during the period of this charter, the vessel shall be off-hire during the period of such requisition, any hire paid by such government in respect of such requisition period shall be for Owners’ account. Any such requisition period shall count as part of the charter period.

34. Compliance of IMO Regulations

It is understood between Owners and Charterers that the vessel being product carrier complies with existing IMO Regulations relating to product carriers but if in future any changes are made by IMO then Charterers agree to abide by these new IMO Regulations for loading cargoes.

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35. Additional War Expenses

(a) War and/or mine risk insurance, if any, shall be for Owners account but notwithstanding the provisions of Clause 6 hereof, war risk insurance on hull and machinery on a mutually agreed value in excess of the rate ruling at the date hereof shall be for Charterers’ account. Also, any extra blocking and trapping insurance premium, if any to be on Charterers’ account.

(b) If the vessel is ordered to trade in areas where there is war (de facto or de jure) or threat of war, Charterers shall reimburse Owners for any additional insurance premium, which are reasonably incurred by Owners as a consequence of such orders, provided that Charterers are given notice of such expenses as soon as practicable and in any event before such expenses are incurred, and provided further that Owners obtain from their insurers a waiver of any subrogated rights against Charterers in respect of any claims by Owners under their war risk insurance arising out of compliance with such orders.

36. War Risks

(a) The master shall not be required or bound to sign bills of lading for any place which in his or Owners’ reasonable opinion is dangerous or impossible for the vessel to enter or reach owing to any blockade, war, hostilities, warlike operations, civil war, civil commotions or revolutions.

(b) If in the reasonable opinion of the master or Owners it becomes, for any of the reasons set out in Clause 36(a) or by the operation of international law, dangerous impossible or prohibited for the vessel to reach or enter, or to load or discharge cargo at, any place to which the vessel has been ordered pursuant to this charter (a “place of peril”), then Charterers or their agents shall be immediately notified by telex or radio messages, and Charterers shall thereupon have the right to order the cargo, or such part of it as may be affected, to be loaded or discharged, as the case may be, at any other place within the trading limits of this charter (provided such other place is not itself a place of peril). If any place of discharge is or becomes a place of peril, and no order have been received from Charterers or their agents within 48 hours after dispatch of such

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messages, then Owners shall be at liberty to discharge the cargo or such part of it as may be affected at any place which they or the master may in their or his discretion select within the trading limits of this charter and such discharge shall be deemed to be due fulfillment of Owners’ obligations under this charter so far as cargo so discharged is concerned.

(c) The vessel shall have liberty to comply with any directions or recommendations as to departure, arrival, routes, ports of call, stoppage, destinations, zones, waters, delivery or in any otherwise whatsoever given by the government of the state under whose flag the vessel sails or any other government or local authority or by any person or body acting or purporting to act as or with the authority of any such government or local authority including any de facto government or local authority or by any person or body acting or purporting to act as or with the authority of any such government or local authority or by any committee or person having under the terms of the war risks insurance on the vessel the right to give any such directions or recommendations. If by reason or in compliance with any such directions or recommendations anything is done or is not done, such shall not be deemed a deviation.

If by reason of or in compliance with any such direction or recommendation the vessel does not proceed to any place of discharge to which she has been ordered pursuant to this charter, the vessel may proceed to any place which the master or Owners in his or their discretion select and there discharge the cargo or such part of its as may be affected. Such discharge shall be deemed to be due fulfillment of Owners’ obligations under this charter so far as cargo so discharged is concerned.Charterers shall procure that all bills of lading issued under this charter shall contain the foregoing clause so far as applicable to Bills of Lading.

37 Both to Blame Collision Clause

The liability for any collision in which the vessel is involved while performing this charter falls to be determined in accordance with applicable Laws, the following provisions shall apply:

37.1 “If the ship comes into collision with another ship as a result of the negligence of the other ship and any act, neglect or default of the master, mariner, pilot or the servants of the carrier in the navigation or in the management of the ship, the owners of the cargo carried

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here-under will indemnify the carrier against all loss, or liability to the other or non-carrying ship or her owners in so far as such loss or liability represents loss, or damage to, or any claim whatsoever of the owners of the said cargo, paid or payable by the other or non-carrying ship or her owners to the owners of the said cargo and set off, recouped or recovered by the other or non-carrying ship or her owners as part of their claim against the carrying ship or carrier.”

37.2 “The foregoing provisions shall also apply where the owners, operators or those in charge of any ship or ships or objects other than, or in addition to, the colliding ships or objects are at fault in respect of a collision or contact.”

Charterers shall procure that all bills of lading issued under this charter shall contain a provision in the foregoing Clause.

38 New Jason Clause

General average contribution shall be payable according to the York/Antwerp Rules, 1974 as amended upto date but should adjustment be made in accordance with the law and practice of England the following clause shall apply:

“In the event of accident, danger, damage or disaster before or after the commencement of the voyage, resulting from any cause whatsoever, whether due to negligence or not, for which, or for the consequence of which, the carrier is not responsible by statute, contract or otherwise, the cargo shippers, consignees or owners of the cargo shall contribute with the carrier in general average to the payment of any sacrifices, losses or expenses of a general average nature that may be made or incurred and shall pay salvage and special charges incurred in respect of the cargo.”

“If a salving ship is owned or operated by the carrier, salvage shall be paid for as fully as if the said salving ship or ships belonged to strangers. Such deposit as the carrier or his agents may deem sufficient to cover the estimated contribution of the cargo and any salvage and special charges thereon shall, if required, be made by the cargo shippers, consignees or owners of the cargo to the carrier before delivery.”

Charterers shall procure that all bills of lading issued under this charter shall contain a provision in the foregoing clause.

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39. Clause Paramount

The Hague rules contained in the International Convention For The Unification Of Certain Rules relating to bills of lading signed at Brussels on the 25th August 1924 as enacted in India shall apply to this contract. When no such enactment is in force in the country of shipment, the corresponding legislation of the country of destination shall apply, but in respect of shipments to which no such enactments are compulsory applicable, the terms of the said convention shall apply.

If any term of this bill of lading is repugnant to the Indian Carriage of Goods by Sea Act, such term shall be void to that extent but no further. Nothing in this bill of lading shall be construed as in any way restricting, excluding or waiving the right of any relevant party or person to limit his liability under any available legislation and/or law.

40. Oil Pollution- Risks and Coverage.

Owners warrant that throughout the duration of this charter the vessel will be

i) Owned or demise chartered by member of the International Tanker Owners Pollution Federation Limited (ITOPF).

ii) Will have a valid certificate issued by the appropriate administration in accordance with the International Convention on Civil Liability for Oil Pollution Damage 1990 as further amended and follow all rules and regulations as provided in the Merchant Shipping Act 1958 and its amendments thereto. The owners shall ensure that the vessel will carry the Certificate on board at all times during the charter period and produce the same to the authorities whenever required.

iii) The Owner’s further guarantee that the vessel has coverage by international group of P&I Club’s Oil Pollution damage liability of adequate amount.

41. P&I.

Owners guarantee that throughout the duration of the Charter, the vessel will be P & I insured for their account in a recognized first class P & I club belonging to International Group of P&I Clubs..

42. Dead Freighting & Product Transit Loss

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A) Any dead-freighting unless ordered by Charterers, arising out of vessels fault in carriage of cargo/loss of space to the Charterers shall be on Owner’s account. Voyage cost attributable to the dead-freighting will be reckoned by calculating the total voyage cost less the cost due to charterers account. The voyage cost will include bunker consumption, charter hire and port dues.

B) In case the vessel fails to discharge the on-carried cargo completely at any port, subject to Charterers providing the facility, the Charter Hire payable to owners shall be reduced proportionately from the DWCC of the vessel for the capacity lost due to on carriage of cargo till such time the on carried cargo is fully discharged. On carried cargo is defined as cargo which the vessel is unable to discharge due to whatsoever reason or Off - Spec cargo requiring disposal after mutual agreement..

C) Grade-wise Product Transit loss for each leg of the voyage will be calculated as difference between product quantities in Mts. on board vessel between successive ports. The computation of grade-wise net product transit loss will be based on the previous port density.

For Grade-wise Product Transit loss exceeding 0.09 % of quantity in MTs on board the vessel at previous port of departure for each leg of the voyage, the product cost shall be recovered from owners along with performance settlement.

43. Boycott

In the event of the vessel being subject to boycott, being delayed, or rendered inoperative by strikes, labor stoppages, or any other difficulties arising from vessel’s flag, Ownership, crew, or terms of employment of crew (see clause 51), such time lost is to be considered as off-hire and all expenses incurred thereby, including fuel consumed during such periods, to be for Owner’s account.

44. Solas/ISM/Marpol.

Owners guarantee that throughout the period of this Charter the vessel shall comply with the requirements of SOLAS (IMO Protocol of 1978 relating to the International Convention for the Safety of life at sea, 1974), MARPOL (IMO Protocol of 1978 relating to the International Convention for the Prevention of Pollution from Ships, 1983) and subsequent updates and ISM.

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Owners further guarantee that with particular reference to these Protocols the vessel shall have on board necessary certification of compliance to enable the vessel to trade without restriction.

In no case shall charterers be liable for loss of time and/or other expenses as a result of Owners’ failure to obtain or maintain the aforementioned certificates.

The vessel shall have on board valid certificates at all time during the currency of this Charter Period.

45 Eligibility

Owners warrant that the vessel is in all respects eligible under applicable laws and regulations for trading to the ports and places specified in clause 4, and that at all necessary times she shall have on board all certificates (including International Tonnage Certificate 1969) records and other documents required for such service. Any delay incurred because of the vessel’s failure to comply with the above shall be considered as off-hire.

46. Ship to Ship Transfer

Charterers have the option to load or discharge the vessel via ship to ship transfer, weather permitting, and subject to Master’s approval, which is not to be unreasonably withheld, at anchor, underway, or adrift and STS transfer as per Clause 4.

Charterers to provide at their risk and pay for adequate fenders, hoses, and equipment necessary to perform the lightering operation. Owners agree to allow Charterers’ supervisory personnel on board, including Mooring Master to assist in the performance of the lightering operation. Charterers to reimburse to Owners’ additional insurance premium, if any, subject to owners providing proof of payment.

47. Agents

Owners to appoint their own Agents when and if there is major Owners’ business such as extensive repairs, docking and other extended off-hire etc.

48. Private and Confidential Clause

Unless compelled to disclose as per statutory requirements, this fixture and any details thereof to be kept absolutely private and confidential by both parties.

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49. Inert Gas System

Wherever owners confirm that Inert Gas System is available in the vessel, owners undertake that the vessel is equipped with a fully functional Inert Gas System, which is in use on the date hereof and shall so remain during the period of this charter and that the officers and crew are properly qualified by way of certification for, and experienced in, the operation of such system. Any time lost owing to deficient or improper operation of the Inert Gas System shall be considered as off-hire.

The vessel’s Inert Gas System shall fully comply with Regulation 62, Chapter 11-2 of the SOLAS Convention 1974 as modified by its Protocol of 1978 and owners undertake that such system shall be operated by the officers and crew in accordance with the operational procedures set out in the IMO Publication entitled “Inert Gas System 1983” as may, from time to time, be amended.

If charterers so require, Owners shall arrange for the vessel’s tanks to be de-inerted to facilitate inspection, gauging and sampling. Any time taken in de-inerting, inspecting, gauging, sampling, and re-inerting thereafter shall count as on-hire.

Inerting, when required, shall be made on the basis of MGO.

50. Ownership/Flag

Owners undertake that the vessel will not change flag or be sold or otherwise disposed of during the currency of this charter without Charterers’ prior consent in writing.

51. ITF

Owners guarantees that the employment of the vessel’s officers and crew is covered by a bona fide trade union agreement, acceptable to the International Transport Workers Federation (ITF) worldwide and will remain so during the duration of the charter.

In the event that the vessel is delayed by strikes, labor boycotts or any other discrimination/difficulties against the vessel because of previous trade and/or officers and crew and/or officers and crews employment condition, all such time lost and expenses incurred thereby are to be for Owner’s account including Bunker fuel consumed during such periods.

52. ETA

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Owners undertake that, unless Charterers require otherwise, the Master shall e-mail/fax his 72/48/24 hours ETA during the currency of this charter. Furthermore the Master to keep Charterers fully advised of vessel’s ETA at noon every day and any change in ETA of more than 6 hours immediately be notified to Charterers.

Owners further undertake that the Master will follow voyage orders issued by Charterers.

53. Exxon Drug and Alcohol Policy

Owners warrants that it has a policy on Drug and Alcohol Abuse (“Policy”) applicable to the vessel, which meet or exceeds the standards in the Oil Companies International Marine Forum Guidelines for the control of Drugs and Alcohol on board ship. Under the policy, alcohol impairment shall be defined as a blood alcohol content of 40 mg/100 ml or greater: the appropriate seafarers to be tested shall be all vessel officers and the drug/alcohol testing and screening shall include unannounced testing in addition to routine medical examinations. An objective of the policy should be that the frequency of the unannounced testing be adequate to act as an effective abuse deterrent, and that all officers be tested at least once a year through combined program of unannounced testing and routine medical examinations.

Owner further warrants that the Policy will remain in effect during the currency of this charter and that Owner shall exercise due diligence to ensure that the Policy is complied with. It is understood that an actual impairment or any test finding of impairment shall not in and of itself mean that Owner has failed to exercise due diligence.

54. Communication

Owners to provide efficient communication system at their expenses including SATCOM system wherever necessary.

55. Charter Party Extension

Charterers have the option for two extensions of 3 months at the same charter hire rates, terms and conditions for which 15 days’ notice will be given by Charterers

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Charterers have the option of +/- 15 days at the same charter hire rates terms and conditions for redelivery of the vessel and the owners irrevocable agree to carry out the Charter Party in the same rates.

56. Re-delivery notice

For redelivery of the vessel, Charterers shall give 15 days provisional notice to owners before the intended surrender date, followed by 5 days firm notice. ,

57. Cleaning

Owners to clean the tanks as per Quality Control guidelines issued by the charters to the satisfaction of the charterers. All costs and time required for cleaning shall be to charterers account except the cleaning of the vessel at the time of initial delivery of the vessel.

58. Gas Freeing

When directed by charterers, vessel to gas free the cargo tanks and the maximum time for gas freeing all the tanks is limited to 72 Hrs. Any excess time will be treated as off-hire. In case all the tanks are not required to be gas-freed, the time allowed will be in proportion to the tanks involved for gas-freeing.

59. Blending Clause

The vessel may be required to introduce dye/additive in small dosages. The vessel to undertake circulation/mingling of these dyes/additives as directed by charterer’s representative at the time & cost of charterers.

60. Drawing/Certificates

Cargo capacity plan, general arrangement plan, loading scale, mooring plan, cargo/ballast piping plan and Suez/Panama Canal certificates will be furnished prior delivery.

61. Arab League Boycott

Owners warrant to the best of their knowledge that at the time of delivery into Time Charter-Party the vessel is not blacklisted by the Arab League during their ownership.

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62. Representative On Board

A. It is understood that the Owners/Master/Officers and Crew will give to the Charterers representative on board in port/at sea maximum assistance in all matters, including accommodation on board the vessel that may be required.

B. Charterers’ may at their option place a cargo transfer inspection representative on board to observe load/discharge of cargo during the period the vessel is in port/LPO. Charterers representatives may render advise to the Master relative to avoidance of any type of pollution but he will not however, under any circumstances, order or direct the taking of any particular action by vessel or crew or interfere in any way with Master’s exercise of his authority.

63. Loading Rate

Owners warrant vessels loading rate as _______ Cubic meter per hour with two strings and the total maximum loading rate as ______ Cubic meter per hour. Owners also warrant that the vessel is capable of loading at least two grades simultaneously. In case the vessel is unable to load two grades simultaneously, then the vessel will be treated as off-hire for lower of the two time periods taken for loading two grades separately. For calculating the time loss, the individual loading capacity per line will be taken into account if all the lines are not used and the total maximum declared capacity in case simultaneous loading in all lines is carried out.

64. Charterers’ Marks/Flag/Renaming

Charterers have the liberty to fly their own house flag and rename vessel (name to be approved by Owners) and paint funnel/hull to their own colors and to apply their own marking and insignia to vessel’s hull and superstructure initially and at any time during currency of the Charter Party and all costs for same shall be for Charterers’ account except painting during dry dock where Charterers to cover Owners extra expenses in using paint in Charterers color instead of their own.

65 Default in delivery of Vessels

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a. In the event of any inability or failure of the vessel owner for any reason whatsoever, to deliver the vessel/s called for by the charterer within the period stipulated in the notice of delivery, the vessel owner shall promptly inform the charterer of its inability to deliver the said vessel/s and shall provide the charterer substitute vessel/s of the same/similar specification as agreed by the charterer on the date stipulated in the notice of delivery or such other dates as may be agreed to by the charterer.

b. In the event of any default by the vessel owner to deliver the vessel/s called for in the notice of the delivery or such other substituted vessel/s as may be agreed by the charterer as provided in the clause 65(a) above on the dates specified in the notice of delivery or any other date as may be agreed by the charterer in writing then the vessel owner shall be liable to pay the charterer liquidated damages equivalent to 2% of the charter hire per day of default within the period of 15 days from the date of default. The said amount of liquidated damages at 2% of charter hire per day of default is a fair estimate of the losses and damages caused to the charterer on account of the default /failure of the vessel owner to provide the vessel. This is not a penalty in any form whatsoever.

c. In addition to the liability of the vessel owner, to pay liquidated damages as provided above in case of default in delivery of the vessel/s, the vessel owner shall also be liable to pay the charterer, within 15 days from the receipt of the notice from the charterer stating that the charterer has engaged the services of vessel/s from the market as a substitute for the vessel/s which the vessel owner defaulted to provide, the difference between the rates payable to the vessel/s for the delivery of which there has been a default and the rates paid or payable to the substituted vessel procured from the market. The vessel owner shall not dispute the amounts paid or payable to the said substituted vessel or the differential amount it has been called upon to pay in the notice.

66. Cross Default

In the event of any default or breach of any terms of the charter party agreement by the vessel owner having entered into single / multiple charter party agreements with the charterer, the charterer shall have the right to treat any default under any charter party agreement as a cross-default and shall have the right to set-off any of its claims against any amounts payable to the vessel owner under any other

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charter party agreement/s with the same company or any other OMCs and/or adjust / deduct / appropriate and withhold such amounts against the payments for damages to be received for breach of the charter party agreement in breach with any OMC.

67 Law & Arbitration

a) This charter shall be construed and the relations between the parties determined in accordance with the laws of India.

b) Any dispute or difference between the Owners on the one hand and the Charterers on the other hand arising under this Charter Party Agreement shall be referred to the Arbitration of three Arbitrators in Mumbai, one to be appointed by the Owners and one by the Charterers. The two Arbitrators before proceeding with the Arbitration shall appoint a third Arbitrator, the decision of the Arbitrators by majority, shall be final and binding on both the parties. The provisions of (Indian) Arbitration and Conciliation Act, 1996 and the rules made there under and any statutory modification thereof shall apply to such Arbitration.

In case of signing the charter party with a PSU/Govt Undertaking, all the disputes and differences arising under this agreement between the parties to this agreement shall be referred by either party to the arbitration of one of the arbitrators in the Department of Public enterprises to be nominated by the Secretary, Govt of India in charge of Bureau of Public Enterprises. The Arbitration act 1996 will not be applicable to the arbitration under this clause. The award of the Arbitrator shall be binding upon the parties to the dispute provided, however, any party aggrieved by such award may take a further reference for setting aside or revision of the award to the Law Secretary, Department of Legal Affairs, Ministry of Law & Justice, Govt of India. Upon such reference, the dispute shall be decided by the Law Secretary or the Special Secretary or Additional Secretary when so authorized by the Law Secretary, whose decision shall bind the parties finally and conclusively. The parties to the dispute will share equally the cost of arbitration as intimated by the Arbitrator.

68. COURTS & JURISDICTION

The Courts in the city of Mumbai alone shall have exclusive jurisdiction to adjudicate upon any proceedings arising out

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and/or instituted under this Charter Party Agreement, signed at Mumbai.

CHARTERERS OWNERS

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ANNEXURE TO DRAFT CHARTER PARTY

Annex-1 : DESCRIPTION OF THE VESSEL

Annex-2 : BUNKER DETAILS

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