--------------------, referred to as OWNER, and --------------------, referred to as CONTRACTOR, agree:
OWNER herewith hires CONTRACTOR to construct a vessel in accordance with plans and specifications referred to herein.
The vessel shall be constructed in a first class fashion, using highest grade materials, in accordance with the plans and specifications of [state in detail]. Said plans and specifications are attached hereto as Exhibit "1." CONTRACTOR warrants that he has had sufficient time to fully and completely review the plans and specifications.
In the event that CONTRACTOR reasonably requires any additional marine engineering or marine architecture services such services shall be provided upon request by CONTRACTOR to OWNER, at the OWNER's expense.
CONTRACTOR shall receive a fixed price for the construction of the vessel totaling $----------( dollars). Said sum shall be paid as follows:
First instalment [--%] of the fixed price, due within ten days of the execution of this agreement;
Second instalment [--%]of the fixed price, due at the earliest of:
(a) the laying of the keel;
(b) the beginning of hull assembly.
Third instalment [--%] of the fixed price, due at the time of launching the vessel.
Any changes or alterations in the plans or specifications shall be by written change order executed by both parties. In the event of any change order, the contract price shall be adjusted accordingly.
OWNER grants to CONTRACTOR an express lien upon the vessel and any materials held by the CONTRACTOR for the job. In the event that the OWNER fails to pay as agreed, upon 30 days notice the CONTRACTOR shall be entitled to sell the vessel in such condition as it may be and apply the proceeds to the unpaid and due amounts at either private or public sale. In the event that such sales proceeds are insufficient to pay all sums due by the OWNER to the CONTRACTOR, OWNER shall be responsible for the payment of such deficiency to the CONTRACTOR.
Any sums unpaid for any reason under this agreement shall bear interest at the highest legal rate.
All remaining sums due shall be paid on final completion of any punch list items as certified in good faith by , or an independent marine surveyor. The cost of such independent survey shall be borne by the OWNER.
The vessel shall be completed on or before ______, 20 __, time being of the essence. CONTRACTOR shall be entitled to an extension of time to complete the vessel in the event of the following events:
(a) labour action;
(b) failure of delivery of necessary components from third parties, provided that due diligence has been exercised by the CONTRACTOR in the ordering of the materials;
(c) force majure or act of god.
Upon delivery, the CONTRACTOR shall provide an affidavit of payments of all potential marine or other lienors, suppliers and workmen.
At the request of the OWNER, the CONTRACTOR shall provide no caveat lien, affidavits, and proof of payment of all suppliers, workers and other persons entitled to a caveat lien.
The OWNER may cancel this agreement upon 10 days written notice. The vessel herein being custom made goods, it is agreed that in the event of cancellation by the OWNER other than for cause, the CONTRACTOR would suffer damages that will be difficult or impossible of measurement. Accordingly, as liquidated damages and not as a penalty, the OWNER shall pay a cancellation charge equal to:
(a) all progress payments due at the time of cancellation but not yet paid;
(b) the costs of any materials not yet incorporated into the vessel, which cannot be returned, or, if returnable, any restocking and freight charges;
(c) a cancellation charge equal to [--%] percent of the contract price.
Upon such payment, OWNER shall be entitled to the vessel in the condition in which it is at the plant of the CONTRACTOR, at the OWNER's expense of removal and freight.
OWNER shall be entitled to cancel this agreement for cause only upon the following terms:
(a) that the OWNER shall provide a written notice of default to the CONTRACTOR specifying in such detail as is possible the nature of the default;
(b) that a cure period of ten days is provided.
In the event of a multiple default as to the same deficiency, the cure period shall be shortened to [--] days. After the service of a multiple default notice as to a single issue, CONTRACTOR shall be required to provide adequate assurance of future workmanlike and timely performance. OWNER shall be entitled to cancellation without a cure period in the event of multiple defaults and the CONTRACTOR does not provide adequate assurance of future workmanlike and timely performance, or, alternatively fails to comply with any assurances which are made.
CONTRACTOR shall maintain at all times when the vessel is in CONTRACTOR's custody insurance for physical damage to the vessel and for any other liability which may inure to the OWNER. Upon request of the OWNER, the CONTRACTOR shall provide proof of such coverages to OWNER.
OWNER, and OWNER's representative shall be entitled to inspect the work in progress at any reasonable time.
CONTRACTOR shall provide to OWNER any warranties or guarantees which may be available for materials incorporated into the vessel. In addition, CONTRACTOR warranties that the vessel has been built to the specifications provided by the
OWNER. CONTRACTOR shall provide a guarantee of months following delivery. OWNER shall if possible give notice to the CONTRACTOR of any claimed material or construction defects. CONTRACTOR shall have the option of performing such work which may be necessary to correct the deficiencies, or, reimburse owner for the reasonable fair market value of any needed repairs. CONTRACTOR shall notify the
OWNER of its election as soon as is possible.
Any disputes under this agreement shall be submitted to an independent arbitration association. The arbiter need not be an solicitor or professional adjudicator, but may be a person with experience and training in marine engineering and marine architecture.
This is the entire agreement between the parties and may only be altered by a writing executed by both parties hereto.