一份船舶建造合同

rials， machinery and equipment thereof， and the Buyer shall at its own expense be responsible for all insurance risks thereafter.

　　ARTICLE VIII – TESTS

　　1） Prior to delivery of the Yacht to the Buyer， the Builder shall carry out the tests provided for in the Quality Documentation， including but not limited to：

　　a） Noise and vibration

　　b） Hose and pressure tests

　　c） Motoring trials within the confines of the West River.

　　2） The Builder shall give the Buyer reasonable written notice of the time and place at which each of the tests is to be carried out.

　　ARTICLE IX – DELIVERY

　　1） The Yacht shall be delivered to the Buyer by the Builder at a mutually agreed place in Hong Kong Harbour on or before the Contract Delivery Date， or as the said Contract Delivery Dates may have been extended in accordance with the provisions of Articles III or IV.

　　2） Provided that all instalments and other sums as set out and contained in Article V are fully paid then the Delivery of the Yacht shall be effected forthwith by the concurrent signature by the Buyer and the Builder of a Certificate of Delivery and Acceptance acknowledging Delivery of the Yacht by the Builder and acceptance thereof by the Buyer provided that the signature thereof by the Buyer shall not operate as a waiver of any rights which the Buyer might otherwise have in respect of the Yacht.

　　3） Upon delivery， the risk in the Yacht delivered shall pass to the Buyer， it being expressly understood that， until Delivery is effected， the Yacht and their equipment are at the entire risk of the Builder.

　　4） The Buyer shall take possession of the Yacht immediately upon Delivery.

　　5） If the Builder is unable to tender the Yacht for Delivery within sixty days （‘the Period of Grace’） of the Contract Delivery Date， the Builder shall pay to the Buyer as agreed and liquidated damages the sum of US$100 for each day the Yacht is not so tendered for the first thirty day period of delay after the period of grace， then US$250 for each subsequent day the Yacht is not so tendered and until satisfactory delivery is made.

　　6） If any items on the Yacht are incomplete when that Yacht is otherwise ready for delivery and the Buyer and the Builder agree that such items do not materially affect the operation of the Yacht nor are likely to cause damage or deterioration， then the Buyer will not unreasonably withhold its consent to take Delivery of the Yacht subject to the right of the Buyer to have such items completed in a manner to be mutually agreed upon in writing between the Builder and the Buyer and at the cost of the Builder.

　　ARTICLE X – DEFAULT OF THE BUILDER

　　1） The Builder shall be in default and this Contract may be terminated by the Buyer by notice in writing to the Builder if at any time before Delivery of either Yacht： -

　　a） The Builder without just cause refuses to proceed with the construction of the Yacht；

　　b） An order is made or an effective resolution is passed for the winding up of the Builder or a receiver or administrator is appointed of the whole or any part of the undertaking of the Builder or；

　　c） The Buyer is entitled to reject the yacht under Article III Sub Para 5 and if the builder does not rectify the defect or omission in a reasonable time.

　　d） It shall become apparent during the period allowed for construction of the Yacht that the Builder shall be two months in arrears in relation to the Critical Build Chart （such arrears not being in respect of Force Majeure） in respect of the Yacht.

　　2） In the event of the Buyer terminating this Contract in accordance with paragraph （1） of this Article， the Buyer shall be entitled to take possession of the Yacht in its unfinished state and complete the same， or have the same completed， elsewhere at a mutually agreed cost. The costs incurred by the Buyer in completing the Yacht including all costs of transportation and insurance shall be deducted from the remaining instalments of the Contract Price. If the said costs shall exceed the amount of the remaining instalments of the Contract Price， the Builder shall pay the difference to the Buyer.

　　3） Upon the Buyer taking possession of the Yacht， in terms of the foregoing paragraph （a） the property and risk in the Yacht and all its materials， machinery， apparatus， outfit and equipment shall pass to the Buyer， and （b） save as provided in paragraph （2） all the obligations， duties and liabilities of each of the parties to the other， under this Contract， shall forthwith be completely discharged.

　　4） When any sum is payable by the Builder to the Buyer by way of liquidated damages pursuant to the provisions of this Contract， payment shall be made within fourteen days of Delivery （and not deducted from sums due to the Builder on Delivery） and shall be in full and final satisfaction of all claims on behalf of the Buyer in respect of the matters which gave rise to the payment， without prejudice， however， to any other claim of the Buyer in respect of matters other than delay.

　　5） Notice of termination by the Buyer shall be given in writing and shall be effective fourteen days after receipt by the Builder unless the Builder shall have then remedied the default.

　　ARTICLE XII – DEFAULT OF THE BUYER

　　（1） The Buyer shall be in default and this Contract may， at the discretion of the Builder， be suspended in whole or in part， or terminated， by the Builder， by notice in writing to the Buyer， if： -

　　（a） The Buyer fails to pay any instalment of the Contract Price within seven banking days of its becoming due and payable in accordance with Article V； or

　　（b） The Buyer， without due cause， fails to accept the Yacht and pay all sums due on Delivery within seven days of the Yacht being tendered for Delivery in accordance with this Contract.

　　（c） The buyer fails to supply the materials， components and equipment in accordance with this contract the buyer having been notified in writing by the builder of the material， components or equipment which the buyer has failed to supply to the builder and

　　A） The buyer having responded in writing of the intention not to supply the same， or

　　B） The buyer having failed to make such supply within seven （7） days of receipt of such notice and

　　Such failure to supply or delay causes the builder actual direct delay or additional cost.

　　（2） If the Builder suspends the Contract， the period of suspension shall endure until： -

　　（a） The Buyer has remedied the default； or

　　（b） Notice of termination of the Contract is given by the Builder to the Buyer； or

　　（c） The Builder otherwise intimates to the Buyer that work under the Contract is to be resumed.

　　3） Notice of termination by the Builder under this Article shall be given by fax and confirmed in writing and shall be effective seven days after receipt thereof by the Buyer， whereupon the Builder shall （unless the Buyer shall have then remedied the default） be entitled to exercise the rights provided for in paragraph （5）。

　　4） The Builder shall be entitled to terminate this Contract forthwith， by notice given by fax and confirmed in writing， upon an order being made or an effective resolution being passed for the winding up of the Buyer （other than a members‘ voluntary winding up for the purpose of amalgamation or reconstruction） or a receiver or administrator being appointed of the whole or part of the undertaking of the Buyer.

　　5） If the Builder shall terminate this Contract under this Article the Builder shall be entitled （in addition to interest as provided in Article V （4）） to the proved loss resulting from the Buyer‘s default. The Builder shall sell the Yacht by public auction， or tender， or private sale， at its discretion， and shall apply the proceeds of sale （after deducting the expenses of sale including the cost of completing the Yacht for sale） together with any instalments of the Contract Price paid under Article V as follows： -

　　i） In satisfaction of the balance due to the Builder under this Contract； and

　　ii） In making over the balance， if any， to the Buyer.

　　ARTICLE XII – GUARANTEE

　　1） The Builder guarantees the Yacht and all parts and equipment thereof manufactured or furnished or supplied by the Builder or the Builder‘s supplier or subcontractor under this Contract （including installation by the Builder of items of Buyer’s supply） against all defects which are due to faulty workmanship， for a period of twelve months from the Date of Delivery of the Yacht to the Buyer （‘the Guarantee Period’）。 Such guarantee will not subsist， to the extent the defect directly results from a procedure specified or approved by the buyer and not faulty workmanship. The guarantee provided in this paragraph （‘the Builder’s Guarantee‘） is subject to the provisions of this Article.

　　2） The Buyer or its Representative shall notify the Builder in writing， within 30 days after discovery of any defect for which a claim is made under the Builder‘s guarantee. The Buyer’s written notice shall so far as possible include full details as to the nature of the defect and the extent of the damage caused thereby.

　　3） The Builder shall have no obligation under the Builder‘s Guarantee for any defects discovered prior to the date of expiry of the Guarantee Period unless the Builder receives notice of such defects not later than thirty days after such date of expiry. The Builder has no obligation in respect of defects discovered after the date of expiry of the Guarantee Period.

　　4） The Builder‘s Guarantee shall be limited to remedying at its expense （including any attributable dr

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