一份船舶建造合同

buyer at cost. The buyer will cover his own travel costs to and from the boatyard.

　　7） The Builder undertakes to provide a suitably qualified （English speaking） Marine Engineer to act as a liaison person with the Buyer throughout the duration of this contract.

　　8） Where practical the Builder shall take and make available to the Buyer， digital photographic evidence of all construction， painting and fit out stages during the Yacht‘s build. Such digital information will be sent to the Buyer or the Buyer’s Representative by electronic means and at such frequency to allow the Buyer or the Buyer‘s representative to monitor the course of the Yacht’s build.

　　9） The materials， components and equipment for the Yacht （as detailed and agreed on the Component Supply List in Annex A） that are the Builder‘s supply will be shipped to the Boatyard by the builder at his expense. Shipping costs of Items of Buyer’s supply will be at the Buyer‘s cost together with associated export and import procedures， duties and insurance.

　　10） The Builder‘s premises shall have the necessary facilities and equipment to construct the Yacht to the agreed standards and specifications. The facilities and equipment will include shot blasting equipment， airless spray equipment， bolt welding capacitor， heavy duty pulse MIG welding equipment and environmental monitoring equipment capable of providing a record of temperature， humidity and dew point.

　　ARTICLE IV – MODIFICATIONS

　　1） At any time prior to Delivery of the Yacht the Buyer through the Buyers' Representative may request， in writing， modifications or additions to or deletions from the Design Specifications and Schedule A.

　　The Builder shall not be obliged to accede to any request under this paragraph （1） unless：

　　i） It is reasonable and practicable for the Builder to do so having regard to the stage of construction which the Yacht has reached and to the Builder‘s Boatyard programme；

　　ii） The Parties shall first agree in writing in relation to such modifications， additions， or deletions：

　　（1） Any increase or decrease in the Contract Price and variation of the payment terms for the Yacht；

　　（2） Any extension of the Contract Delivery Date；

　　（3） Any alteration of the terms of this Contract or the Design Specification or Annex A.

　　Provided that the Builder shall be entitled to continue production in accordance with the Design Specifications and Schedule A until agreement has been reached as provided in this sub-paragraph ii）。

　　2） The Builder shall not make changes in constructional details or materials of the Yacht without the agreement of the Buyer in writing.

　　ARTICLE V – PRICE AND TERMS OF PAYMENT

　　The Builder has agreed to complete the construction， outfit and delivery of the Yacht for the Buyer on the following terms.

　　1. The contract price for the yacht will be US$850，000 （Eight hundred and fifty thousand US dollars）

　　2. Payment of the firm price for the Yacht， shall， subject to paragraph 3） hereof be made in instalments from the Buyer to the Builder as follows：

　　Instalment Event

　　a） Initial deposit of US$127，500 （one hundred and twenty seven thousand five hundred） payable on the signing hereof.

　　b） Upon arrival of all structural building materials in the Boatyard， US$127，500 （one hundred and twenty seven thousand five hundred）

　　c） On satisfactory completion of the Yacht‘s structural steel work US$127，500 （one hundred and twenty seven thousand five hundred）

　　d） On satisfactory completion of the Yacht‘s interior painting and insulation stages， substantial completion of the Yacht’s interior furniture built off the Yacht， and at the start of fit out， US$127，500 （one hundred and twenty seven thousand five hundred）

　　e） On satisfactory completion of the Yacht‘s exterior painting stages， US$127，500 （one hundred and twenty seven thousand five hundred）。

　　f） On satisfactory installation of the Yacht‘s engines， generators and main engine room systems， together with installation of the fly bridge structure， US$127，500 （one hundred and twenty seven thousand five hundred）。

　　g） On delivery and final acceptance of the Yacht by the Buyer US$85，000 （Eighty five thousand）。

　　2） The Builder shall， by not less than fourteen days notice in writing， advise the Buyer of the date upon which each instalment of the Contract Price shall become payable.

　　（i） Subject to the Builder‘s compliance with the notice provisions of the foregoing paragraph， each of the said instalments shall become due and payable upon the appropriate Instalment Event， subject to receipt by the Buyer of the Builder’s invoice thereof， accompanied by a “Stage Certificate” Issued by the Builder certifying that the appropriate Instalment Event has taken place.

　　（ii） Prior to each Instalment Event， the Builder shall notify the Buyer， in writing， of the amount of any reduction in， or addition to， the Contract Price， in accordance with the terms of this Contract. The instalment due on the forthcoming Instalment Event shall be adjusted to take account of any such amendment to the Contract Price.

　　4） The amount of each instalment of the Contract Price shall be paid direct to AAA‘s Yacht Company Limited， A/C number 0842-5094 at Citibank Hong Kong， （Routed via Citibank NY， ABA # 021000089， A/C Citibank HK， CHIPS UID 030339， Swift Code CITIHKHX） for the account of the Builder within fourteen Banking days of the due date for payment and if not so paid shall （without prejudice to any other rights of the Builder in respect of non-payment） bear interest from the due date until payment at HK Base Rate plus 4%.

　　5） In the event of the Builder issuing a Stage Certificate under （3） （i） and the Buyer considering that the Builder should not have issued the same because the Instalment Event shall not have been reached， or， if reached， that the work or materials executed or incorporated by the Builder in the Yacht was not in accordance with the requirements of this Contract or in accordance with good engineering practice then the Buyer may give a Counter Notice specifying the matters by reason whereof the Buyer contends that the Stage Certificate should not have been issued， and thereupon if the Parties do not agree then the matter shall be referred for resolution to an arbitrator to be agreed by the Parties.

　　ARTICLE VI – PROPERTY

　　1） The Yacht as she is constructed， and all machinery and equipment and materials， whether wholly or partially finished or unfinished， from time to time appropriated or intended for the Yacht in the Boatyard or elsewhere， shall be and remain the absolute property of the Buyer （and shall be at the risk of the Builder） and shall be within the ownership and disposition of the Buyer. The builder shall， however， have a lien upon the craft， machinery and equipment and materials for recovery of all sums due under the terms of this agreement or any variation or modification thereof.

　　2） The builder will co-operate with and give all reasonable assistance to the buyer in relation to the measurement and registration of the yacht.

　　ARTICLE VII – INSURANCE

　　1） During the period of construction under this Contract and until delivery of the Yacht in accordance with Article IX， the Yacht and all materials， machinery and equipment allocated for the construction thereof and all items of Buyer‘s supply actually delivered to the Builder shall be at the risk of the Builder， who shall at its own expense keep the same insured for a sum not less than 110% of the aggregate sum of the contract price plus the value of the items of Buyer’s Supply with an approved insurer or insurers and in respect of and against all ordinary yacht building risks， being fire， storm， theft， flood， lightening， explosion， docking， undocking， launching， salvage， removal of wreck， strikes， civil commotion， malicious damage， sabotage and vandalism.

　　2） Buyers supply items will be delivered to the Builder at Xinhui port， at which point the risk for the items will pass to the Builder.

　　3） A certificate of insurance showing that the necessary cover is in place shall be delivered to the Buyer if so required.

　　4） In the event of an actual， constructive， compromised or arranged total loss of the Yacht prior to Delivery of the same to the Buyer， either the Buyer or the Builder shall be entitled to terminate this Contract by serving up on the Builder or the Buyer， as the case may be， written notice of termination， such notice to be dispatched within fourteen days of the date upon which the insurers accept that the Yacht has become an actual constructive， compromised or arranged total loss.

　　5） In the event of any loss or damage being sustained by the Yacht prior to delivery which does not constitute an actual， constructive， compromised or arranged total loss， the Builder shall repair and make good that loss or damage （hereinafter referred to as a ‘partial loss’） at the cost of the Builder and whether or not sufficient insurance funds may be available.

　　6） The proceeds of the insurance referred to in paragraph （1） of this Article shall be dealt with as follows：-

　　If the insurance proceeds are in respect of an actual or constructive or compromised or arranged total loss then they shall be applied firstly in reimbursement to the Buyer of the amount of all payments， if any， made by the Buyer to the Builder under this Contract and in reimbursement of the value of any items of Buyer‘s Supply and， secondly， in payment of any balance to the Builder.

　　7） Following Delivery of the Yacht， the Buyer shall accept all risk in the Yacht including all mate

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