一份船舶建造合同

　　YACHT BUILD AGREEMENT

　　DATED： 22nd December 2002

　　between

　　AAA‘s Yacht Company Limited， Hong Kong. （Hereinafter referred to as “the Builder”）

　　and

　　BBB CC， Vietnam， （Hereinafter referred to as “the Buyer”）

　　WHEREAS：

　　1） The Buyer wishes to acquire a AAA‘s Cape 65 Trawler Yacht （the yacht） designed by Thanos Condylis， and built to the Buyer’s stated requirements and specification， and the Builder has the capability， knowledge and skills to build and supply the same.

　　2） The Builder has agreed to construct， equip， fit-out， test and deliver the Yacht to the Buyer‘s stated requirements and specification， which the Buyer has agreed to accept upon the terms and conditions here in after specified：

　　Now therefore the Parties hereto have agreed and do hereby agree as follows：

　　ARTICLE I - INTERPRETATION

　　1） In this Contract the following words and expressions shall have the meaning hereby ascribed to them， except where the context otherwise admits or requires：

　　“Banking Days” Shall mean days upon which Hong Kong clearing banks are customarily open for business.

　　“the Builder‘s Clarifications” Shall mean the documents so entitled forming part of this Contract and set out as Annexes hereto； （See also Item （2） of this Article.）

　　“Buyer‘s Representative（s）” Shall mean such persons notified from time to time by the Buyer as having authority to act for the Buyer， the extent of such authority being set out in the notice；

　　“Items of Buyer‘s supply” Shall mean any item of equipment and stores for the Yacht ordered by the Buyer direct from the manufacturer or the supplier， for incorporation in the Yacht by the Builder；

　　“Items of Builder‘s supply” Shall mean any item of equipment and stores for the Yacht ordered by the Builder direct from the manufacturer or the supplier， for incorporation in the Yacht；

　　“the Certifying / Survey Body” Shall mean the body responsible for the survey and certification of the yacht to the requirements of the buyer.

　　“the Contract” Shall mean （a） this Contract， and （b） the attached Annexes and schedule more particularly described below.

　　“the Contract Delivery Date” Shall mean no later than 30 June 2002；

　　“the Contract Master Programme” Shall mean the programme for construction of the Yacht， set out in Annex D；

　　“the Contract Price” Shall mean the price stipulated in Article V for the Yacht， Yard Number 005；

　　“the Yacht” Shall mean the yacht the subject of this Contract and generally as described in Article II， with all the machinery， apparatus， outfit， materials， and equipment appurtenant thereto， but excluding the items of Buyer‘s supply.

　　“the Boatyard” Shall mean AAA‘s Yacht Company， Xinhui， China.

　　“the Design Specifications” Shall mean the specifications， designs， plans and drawings， set out in Schedule A， prepared and signed by the Buyer， identified as forming part of this Contract， and including such revised or supplemental specifications， plans and drawings as may subsequently be agreed between the Buyer and the Builder PROVIDED that （i） in the case of any inconsistency between any Article or paragraph of this Contract and the Design Specifications， this Contract shall prevail， （ii） in the case of any inconsistency between the Design Specifications and a plan or drawing， the Design Specification shall prevail， and （iii） in the case of any inconsistency between one plan or drawing and another plan or drawing， the later in date shall prevail；

　　"Schedule A" Shall mean the agreed schedule of drawings

　　“Annex A” Shall mean the list of materials， components and equipment defining a completed yacht；

　　"Annex B" Shall mean the agreed weld quality procedures

　　“Annex C” Shall mean the agreed Shot Blasting， Fairing， Painting and foaming Specifications

　　"Annex D“ Shall mean the agreed production schedule master program.

　　“Specified” Shall mean stipulated in the specifications and Annex A；

　　“Supplier” Shall mean any person， firm or company， which has entered into a contract with the Builder for the supply of materials， machinery， services or equipment （other than items of Buyer‘s supply） for the yacht；

　　The Index， Article and paragraph headings， are inserted for convenience only and shall not affect the construction of this Contract.

　　Words importing the singular shall include the plural and vice versa.

　　2） List of Builder‘s clarifications， not covered in Annex A document：

　　“Cradles for Transport” The supply of a Cradle for shipment is excluded from this Contract.

　　“Dressing/Stepping the Mast” The dressing and stepping of mast for the Yacht is included in the Builder‘s supply.

　　“Storage” The Builder will arrange secure storage ashore for the Yacht at the Boatyard between completion of build and handover at delivery.

　　“Fabrication” The Builder will supply steel in pre-cut form with a test certificate in accordance with the builder‘s production and quality plan.

　　“Welding” The Contract is based on NDT （non destructive testing） being conducted to the standards required by Det Norske Veritas class Rules for yacht and Small Craft， including 100% visual examination. Radiography will be completed where appropriate， at the Builder‘s cost.

　　All welding will be carried out in accordance with the quality plan and ISO weld procedures approved by the buyer‘s representative and will be in general accordance with Det Norske Veritas requirements.

　　“Shot Blasting” Shot Blasting of the Yacht will be in accordance with the agreed specification attached in Annex C.

　　“Insulation” The insulation of the Yacht will be in accordance with the agreed specification attached in Annex C.

　　“Fairing and Painting” The fairing and painting of the Yacht will be in accordance with the Coatings Specification attached in Annex C.

　　“Equipment” The responsibility for the supply of materials and equipment will be as defined and agreed in the Components List （Annex A） for the Yacht.

　　“Quality Plan Documentation” An agreed quality plan will be issued covering all aspects of the Yacht‘s construction， which will include：

　　a） Hull & Deck Fabrication

　　b） Blast and Prime

　　c） Fair and Paint

　　d） Electrical and mechanical Engineering

　　e） Fit-Out

　　ARTICLE II – DESCRIPTION

　　1） The Yacht to be constructed under this Contract is a Motor Yacht of approximately 20.00 metres length overall designed by Thanos Condylis， as described in the specifications， with the following main particulars：

　　Approximate Dimensions

　　Length overall about 20.00 metres

　　Length on the water line about 18.03 metres

　　Beam （max） about 5.75 metres

　　Draft about 1.77 metres

　　2） A distinctive yard Number shall be placed upon each Yacht and her materials and outfit， during construction. The Yard Number of the Yacht shall be KYC-005.

　　ARTICLE III – CONSTRUCTION， MATERIALS AND INSPECTION

　　1） The Yacht and her machinery， outfit， equipment， materials and workmanship shall be in accordance with this Contract and the Design Specifications.

　　2） In principle the builder will supply all material， components and equipment for the yacht as set out in Annexe A. Any additional material， components or equipment procured by the builder will be billed to the buyer at delivered cost plus 15%. However the builder must notify the buyer in writing prior to procurement of the cost and quantity of any items for which the builder intends to be billed to the buyers account.

　　3） In the event of any delay of delivery of material， components and equipment which are items of Buyer‘s supply， by the buyer resulting in delays to the production schedule set out in Annexe E， the contract delivery period may be extended by the amount of the delay. Provided always that the builder will use his best endeavours to minimise the delay so caused by re-scheduling work to utilise the material， components and equipment that have already been delivered to the builder.

　　4） If any specified materials are not available when required for incorporation on the Yacht， the Builder shall be at liberty to use other suitable materials in substitution therefore， subject to the approval of the Buyer， which approval shall not be unreasonably withheld. Any adjustment to the Contract， Delivery Date or Design Specification resulting from such substitution shall be made in accordance with the provisions of Article IV.

　　5） During construction of the Yacht， the Builder will permit the Buyer‘s Representative to attend the tests specified in Article VIII and to have access to the Boatyard during ordinary working hours while work is proceeding on the Yacht. The builder must give reasonable notice of such tests to the Buyer’s Representative in writing. The Builder will use its reasonable endeavours to arrange for the Buyer‘s Representative to have access to the premises of the Builder's subcontractors for the purpose of inspecting materials and workmanship. If， during construction， the Buyer or his Representative alleges any defect or omission in the Yacht they shall， if required by the Builder， immediately specify the same in writing. If the Builder agrees that there has been a defect the Builder will at its own cost， before delivery， rectify the same.

　　6） The build will be subject to regular inspections by the Buyer. Accommodation， meals and entertainment in China for the Buyer‘s staff that are paid for by the builder， will be invoiced to the

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