This Special Provisions is supplemental to the Bidding Announcement and the bidding rules and have the same legal effect. Capitalised terms defined in the Bidding Announcement when used in this Special Provisions shall have the same meaning as defined in the Bidding Announcement unless otherwise defined herein and this is the “Special Provisions” as defined in the Bidding Announcement.
1. Auction Target:
This auction is for the Seven Champion and its attached Bareboat Charter:
Name: SEVEN CHAMPION (the “Vessel”)
IMO No.: 9377377;
Type: Accommodation and Pipelay Barge;
Class: LR;
Class Notation:*100A1 ACCOMODATION BARGE/PIPE LAYING BARGE, HELICOPTER LANDING AREA, DECK STRENGTHENED FOR 17 TONNES PER SQUARE METRE UNIFORM DISTRIBUTED LOADING, LA, *IWS.
Flag: Singapore;
LOA: 142.0m; MLB: 40.0m; MLD: 10.0m;
GRT: 25112; NRT: 7533;
DWT: 16258t;
Draught (max):6.5m;
Clear Deck Area: 4000㎡;
Deck Loading: 17t/㎡;
Deck Cargo Capacity:6464t;
Accommodation: Total 360-470 men, 140 cabins and 470 beds;
Main Generator: 6x Bergen B32:40L8A, rated 3,840kW / 6,600V / 60Hz / 3Ph;
Auxiliary Generator: 2x Bergen KRMB-6, rated 1,325kW / 440V / 60 Hz / 3Ph;
Emergency Generator: 1x CAT 3408, rated 350kW / 440V / 50Hz / 3Ph;
Dynamic Positioning: DP2;
Main Crane: Offshore Mast Crane x 2,200 MT SWL (Manufacture: Huisman Offshore);
Date of built: 2 August, 2007;
Shipyard: Nanindah Mutiara Shipyard, Indonesia;
Please refer to clause 5 (Other Disclosures) of this Special Provisions for the details in relation to the bareboat charter of “SEVEN CHAMPION” (the “Bareboat Charter”).
The Bidding Announcement, the Special Provisions and the relevant ship information and data parameters provided through other channels (the “Information”) are for the reference of the bidders only and do not constitute any guarantee, representation or assurance for the condition of the Vessel as at the time of sale and delivery of the Vessel. The Vessel shall be delivered and accepted by the successful bidder in its prevailing condition and state and therefore on an "as is where is" basis. Any discrepancy between the actual condition of the Vessel as at the time of sale and delivery of the Vessel and the Information will not affect the auction or the sale of the Vessel (including without limitation the purchase price of the Vessel). After the auction is concluded, our company and the seller of the Vessel (the “Seller”) will not be liable for any defects or any issue whatsoever arising in relation to the Vessel and shall not be liable in relation to any matter relating to the Vessel whatsoever.
2. Procedures after Auction:
2.1 After the auction is concluded, the successful bidder/buyer (the “Buyer”) must confirm the purchase of the Vessel by email to the following address [auction@shipbid.net] on the same day as the auction (the “Bidding Confirmation Date”) and sign six (6) originals of the official "Auction Confirmation" with our company within 2 Banking Days of the Bidding Confirmation Date (as evidenced by a courier airway bill number).
2.2 The auction is for the Vessel and its attached Bareboat Charter. The terms and conditions applicable to the sale and purchase of the Vessel shall be based on the Norwegian Shipbrokers' Association's version of SALEFORM 2012 attached as an annex hereto (the “MOA”). The Vessel is sold with the Bareboat Charter and therefore to effect the transfer of the Seller’s rights and obligations in the Bareboat Charter to the Buyer, the Buyer shall be required to execute the novation agreement also attached as an annex to this Special Provisions (the “Novation Agreement”) which shall govern the transfer of rights and obligations of the Seller in the Bareboat Charter to the Buyer.
Upon successful registration for the purposes of participating in the Auction (as evidenced by obtaining a bidding number plate) as described in the Bidding Announcement, each bidder shall be deemed to have confirmed and accepted all the terms and conditions of the Bidding Announcement, this Special Provisions, the MOA and the Novation Agreement (collectively, the “Sale Documents”) and be bound by and accepts all the terms and conditions contained therein and herein without any amendments thereto.
The Buyer shall sign the MOA and the Novation Agreement and all other ancillary agreements with the Seller and such other relevant parties within 10 Banking Days after the Auction is completed.
The MOA and the Novation Agreement shall not be amended or negotiable other than to insert relevant and necessary information (such as the company name, purchase price, date of signing, etc.) unless otherwise agreed to by the Seller in its absolute discretion. If there is any conflict or ambiguity between the terms and conditions of (i) the MOA, (ii) the Novation Agreement and/or (iii) the Bidding Announcement, the terms and conditions of the MOA shall prevail and if there is any conflict or ambiguity between the terms and conditions of the Novation Agreement and the Bidding Announcement, the Novation Agreement shall prevail.
2.3 The Buyer and the Seller accept that Zhejiang Shipping Exchange Co., Ltd. (“ZSE”) will provide transaction service in relation the auction. The Buyer and the Seller shall jointly sign the transaction service agreement (the “Transaction Service Agreement”) with ZSE on the same day as signing the MOA, the Novation Agreement and other agreements related to such sale and purchase of the Vessel. All funds provided in connection with this transaction will not bear any interest. ZSE does not charge any additional fees for transaction services related to this sale auction of the Vessel other than as expressly stated or agreed.
2.4 Payment and Release Requirements:
(1)Deposit for Ship Purchase:
The Bidding Deposit paid by the Buyer shall be deemed as the deposit referred to in the MOA upon the Buyer and Seller executing the MOA and the Transaction Service Agreement and the Novation Agreement.
(2)Remaining Funds for the Purchase of Vessel:
The Buyer shall, upon receipt (and in any case within 2 days of the receipt) of the 5-days’ notice of readiness for delivery of the Vessel from the Seller or at the latest within 3 Banking Days before the delivery date of the Vessel, remit the remaining purchase price and all other amounts payable (including bank charges or fees or other deduction or withholding and any fees payable to any third party) (the “Remaining Purchase Price”) to the transaction service account designated for this transaction. In accordance with the MOA and the Transaction Service Agreement, ZSE shall, within 3 Banking Days after receiving the original or scanned copy of protocol of delivery and acceptance of the Vessel (the “PODA”), transfer the full purchase price by bank transfer/ wire transfer to the account designated by the Seller free of bank charges or fees or other deduction or withholding and any fees payable to any third party. The Buyer shall bear all bank and other charges related to the payment of the full purchase price (or any part thereof).
2.5 If the Buyer fails to sign the MOA or the Novation Agreement within 10 Banking Days after the Bidding Confirmation Date or fails to open the Transaction Service Account (as defined in the MOA) or fails to sign or comply with undertakings or has misrepresented an information in the Sanctions Undertaking (in the form annexed to this Special Provision) or fails to sign the Transaction Service Agreement as required, or fails to take delivery of the Vessel or fails to pay the Remaining Purchase Price (or any part thereof) pursuant to the terms of the Sale Documents or the bidding regulations or fails to open a transaction service account, in each case for any reason whatsoever (including without limitation credit or sanctions issues), the Buyer shall be deemed to have materially breached its obligations to complete the purchase of the Vessel which it is bound to do and the Seller shall have the right to terminate and cancel the sale of the Vessel to the Buyer and the Bidding Deposit paid by the Buyer shall be released to the Seller within 2 Banking Days after the Seller issues such notice of termination and the Seller shall be entitled to retain the Bidding Deposit as compensation for the loss suffered in the non-performance of such purchase by the Buyer. If the Bidding Deposit or the purchase deposit does not cover loss, costs and expenses (the “Losses”) of the Seller, the Seller shall be entitled to claim for further compensation from the Buyer for all the Losses and expenses together with any interest thereon.
2.6 After the auction is concluded, the Buyer of the Vessel shall be the same entity as the successful bidder at the auction, the MOA signatory, the payer and the registered owner (at delivery) of the Vessel. The Buyer however has the right to nominate another company (the “Nominated Buyer”) with goodstanding provided such company provides and executes all necessary full registration documents as the final buyer within 5 Banking Days of the Auction Date (including without limitation, the Sanction Undertaking) and both the Buyer and the Nominated Buyer shall sign the nomination letter (in such form required by the Seller) with the Seller and provided that the Nominated Buyer shall comply in all respects with all provisions and requirements under the Auction Announcement, this Special Provisions and annexes of this Special Provisions. The Buyer (the bidder) shall continue to be the sole paying party and shall remain fully responsible for the purchase of the Vessel and all other obligations in relation to the Auction Announcement, this Special Provisions and relevant annexes, while the Nominated Buyer may be appointed to take delivery of the Vessel and register ownership of the Vessel in its name as the new owner. The Nominated Buyer must be a wholly-owned subsidiary of the Buyer or the Nominated Buyer must be wholly legally and beneficially owned by the same entity which wholly legally and beneficially owns the Buyer provided, in each case, such KYC documents as requested by the Seller in respect of the Nominated Buyer must be provided immediately to the Seller. If no Nominated Buyer is specified by the Buyer within a time period specified by the Seller to the Buyer in writing then the Buyer shall be deemed to have waived its right to effect any such nomination. None of the Nominated Buyer, its affiliates and the respective directors, officers or employees:
(a) shall be subject to or affected by or in breach of Sanctions;
(b) is a Prohibited Person or is otherwise owned or controlled by or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person; or
(c)owns or controls or is an affiliate of a Prohibited Person,
and in this Clause,
"Prohibited Person" means any person who is the subject of Sanctions (whether designated by name or by reason of being included in a class of persons to whom the applicable Sanctions apply in accordance with their terms); and
"Sanctions" means any sanction, embargoes, freezing provisions, prohibitions or other restriction, relating to trading, conducting business, investment, exporting, financing or making assets available (or other activities similar to or connected with any of the foregoing) imposed by law or regulation of the United Nations, the United Kingdom, the People's Republic of China, United States of America and European Union and the respective governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Asset Control of the United States Department of Treasury (OAC), the United States Department of State and the Office for Financial Sanctions Implementation (OFSI) of His Majesty’s Treasury (HMT).
Further, the Nominated Buyer shall be in compliance with the sanction provisions in the Bareboat Charter, Novation Agreement and MOA (each as defined in this Special Provisions).
3. Transfer (cancellation) and transfer of the Vessel:
In this sale of the Vessel, the Seller shall only be responsible for and will deal with transferring legal and beneficial title of the Vessel to the Buyer and transferring the rights and obligations in the Bareboat Charter to the Buyer and shall not be responsible for the physical delivery and handover of the Vessel. The following Vessel handover refers only to the transfer of Vessel documentary title ownership.
3.1 The Seller shall complete the procedures for deletion of registration of the Vessel (if required) and the deletion of title of the Vessel in its name within twenty (20) Banking Days after signing the PODA and receiving the full purchase price.
The earliest vessel delivery date of the Vessel is from the date of MOA signed.
The latest vessel delivery date of the Vessel: 31st March 2025.
Should the Seller fail to be ready to validly complete a legal transfer by the Cancelling Date (as defined in the MOA), unless such failure is caused by the Buyer's default, the Buyer shall have the option of cancelling the MOA subject to the terms of the MOA. In the event that the Buyer elects to cancel the MOA, the Bidding Deposit/Deposit (without interest) shall be released to the Buyer immediately, and the Buyer shall not claim for further losses.
3.2 The place of handover and delivery of the Vessel: Wherever the Vessel is currently operating upon execution of the PODA whether International waters, UAE waters or the Persian Gulf, and the Seller shall keep the Buyer informed of the Vessel's itinerary and shall provide the Buyer with twenty (20), fifteen (15), ten (10), five (5) and three (3) days’ approximate notice and one (1) day's definite notice of the date and the place the Seller intend to deliver the Vessel. The Seller shall tender Notice of Readiness on the date of delivery. The above delivery notices are used to inform the Buyer the location of the Vessel at the time of delivery, but not subject to physical delivery of the Vessel.
3.3 Method of delivery: The Vessel shall be delivered in its prevailing condition and status and accordingly accepted by the Buyer (and delivered by the Seller) on an "as is where is" basis, as she is and where she is at the time that the Buyer takes legal title to the Vessel whether at one safe port or anchorage or pilot station or any water of UAE or Persian Gulf or international waters. Once the legal title of the Vessel is transferred, it is deemed that the physical delivery and transfer of the Vessel from the Seller to the Buyer is also completed.
3.4 The following equipment or items excludes from the sale/this auction: Please refer to the MOA.
3.5 This Special Conditions are accompanied by 8 annexes (Undertaking for Bidding, Undertaking for sanctions compliance, Non-Disclosure Agreement, the MOA, the Excluded Item List, the Novation Agreement, BBC (only disclosed after the Non-disclosure Agreement is executed with the Seller) and Technical Status Report) which you must download and review.
4. Related Fees:
4.1 Bidding service fee: After the auction is concluded, the Buyer must pay 1% of the final purchase price (see clause 2.3 of the Bidding Announcement) of the Vessel to our company as the bidding service fee before 16:00 (Beijing time) within 5 banking days post bidding date.
4.2 In this bidding, the Seller only provides the commercial proforma invoices for the Vessel's purchase price and any handover miscellaneous charges. The Buyer shall bear any taxes and fees incurred as a result of the purchase of the Vessel and its registration in the flag State as designated by the Buyer. The Seller shall bear all handling fees and transaction verification fees (if any) related to the sale of the Vessel, the discharge of the mortgage, and the transfer of title or (if required) the de-registration of the Vessel.
4.3 The remaining fuel/lubricating oils/hydraulic oils/grease is not included in the auction and sale of the Vessel. The bunkers and lubricating oils on board the Vessel shall belong to the Charterer (as defined under the MOA) under the Bareboat Charter and the same shall not be transferred to or belong to the Buyer.
4.4 The delivery and transfer of title and interest in the Vessel from the Seller to the Buyer shall be evidenced by the execution of the PODA. All costs, risks and liabilities relating to the Vessel prior to delivery to the Buyer shall remain with the Seller but after delivery of the Vessel as evidenced by the signing of the PODA, all such costs, risks and liabilities relating to the Vessel shall rest with and be borne by the Buyer.
5. Other Disclosures:
This Auction Announcement has attached with 8 annexes as below listed:
5.1 Non-Disclosure Agreement
5.2 Technical Report (for reference only)
5.3 Undertaking for Sanctions Compliance
5.4 Undertaking for Bidding
5.5 MOA
5.6 Bareboat Charter – please refer to annex of this Special Provisions (to be disclosed after Non-disclosure Agreement executed with Seller)
5.7 Novation Agreement
5.8 Excluded Item List
Annex 5.6, annex 5.7 and annex 5.8 will be provided by bidding company after the Non-Disclosure Agreement has been duly signed by the potential bidders.
6. This Special Provisions are in both Chinese and English, and if there is any discrepancy between the two versions, the Chinese version shall prevail.
7. Matters not covered herein shall be resolved through negotiation between our company, the Seller and the Buyer.
8. This announcement shall be governed by Chinese Law. Disputes, if any, arising from this announcement shall be requested at the Arbitration Center of China Maritime Arbitration Commission with the arbitration rules currently in force at the time of application for arbitration.
Zhejiang Shipping Exchange Co., Ltd.
13th December, 2024