Exhibit 4.8
MEMORANDUM OF AGREEMENT
Norwegian Shipbrokers' Association's | |
Memorandum of Agreement for sale and | |
purchase of ships. Adopted by BIMCO in 1956. | |
Code-name | |
SALEFORM 2012 | |
Revised 1966, 1983 and 1986/87, 1993 and 2012 |
Dated: 15 October 2018
Sea Freedom Shipowning Inc., a corporation organized and existing under the laws of Marshall Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH 96960, Marshall Islands
Flex Freedom Limited, a corporation organized and existing under the laws of Marshall Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH 96960, Marshall Islands (Name of buyers), hereinafter called the “Buyers”,
have agreed to buy: The Vessel with hull no. 2492 currently under construction at the premises of Daewoo Shipbuilding and Marine Engineering Co. Ltd. (the “Builder”) in Okpo, Geoje Island, South Korea
Name of vessel: To be named “FLEX Freedom”
IMO Number: TBA
Classification Society: DNV GL
Class Notation: As per Attachment A
Year of Build: As per Attachment A Builder/Yard: Daewoo Shipbuilding and Marine Engineering Co. Ltd.
Flag: Marshall Islands Place of Registration: N/A GT/NT: As per Attachment A/ ________
hereinafter called the “Vessel”, on the following terms and conditions:
Definitions
“Attachment A” is the Shipbuilding Contract (as defined below). The Specification, the General Arrangement Plan and the Supplier List for the Vessel are an integral part of the Shipbuilding Contract.
“Attachment B” is the form of an irrevocable letter of guarantee to be issued by Blue Sea Navigation Holding Inc. pursuant to Clause 2.
“Attachment C” is the form of a performance guarantee to be issued by the Buyers’ ultimate parent company, Flex LNG Ltd. pursuant to Clause 21.
“Banking Days” are days on which banks are open both in the country of the currency stipulated for the Purchase Price in Clause 1 (Purchase Price) and in the place of closing stipulated in Clause 8 (Documentation), and Norway and South Korea (add additional jurisdictions as appropriate).
“Buyers’ Nominated Flag State” means Marshall Islands (state flag state).
“Class” means the class notation referred to above.
“Classification Society” means the Society referred to above.
“DepositDownpayment” shall have the meaning given in Clause 2 (DepositDownpayment)
“In writing” or “written” means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter, e-mail or telefax.
“Parties” means the Sellers and the Buyers.
“Purchase Price” means the price for the Vessel as stated in Clause 1 (Purchase Price).
This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers' Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers' Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.
“Sellers’ Account” means the bank account notified by the Sellers to the Buyers for the receipt of the Downpayment and the balance of the Purchase Price (state details of bank account) at the Sellers’ bBank.
“Shipbuilding Contract” means the shipbuilding contract for the construction of the Vessel entered into between the Builder and the Sellers on 5 July 2018. The Sellers shall not make any major amendments to the Shipbuilding Contract without the prior consent from the Buyers ref. Clause 19. “Sellers’ Bank” means ___________ (state name of bank, branch and details) or, if left blank, the bank notified by the Sellers to the Buyers for receipt of the balance of the Purchase Price.
1. Purchase Price
The Purchase Price is USD 180,000,000 (United States Dollars One Hundred Eighty Million) plus USD 6,000,000 (United States Dollars Six Million) for the Full Re-liquefaction System (Burckhardt basis) as agreed between Sellers and Buyers (state currency and amount both in words and figures).
2. DepositDownpayment
As security for the correct fulfilment of this Agreement the Buyers shall lodge a depositmake a downpayment of 30% (thirty per cent) i.e. USD 55,800,000 (United States Dollars Fifty Five Million Eight Hundred Thousand) or, if left blank, 10% (ten per cent), of the Purchase Price (the “DepositDownpayment”) to the Sellers’ Accountin an interest bearing account for the Parties with the Deposit Holder within three (3) Banking Days after the date thatlater of:
(i) this Agreement has been signed by the Parties and exchanged in original or by e-mail or telefax; and
(ii) FLEX LNG Ltd. having received the proceeds from its contemplated private placement
(or such other date as the Parties may agree).
As security for the Sellers’ obligation to repay the Downpayment in the event that this Agreement is cancelled by the Buyers in accordance with the terms of this Agreement, the Sellers shall provide Buyers with an irrevocable letter of guarantee issued by Blue Sea Navigation Holding Inc., in form and substance as annexed hereto as Attachment B at the time of signing of this Agreement.
3. Payment
On delivery of the Vessel, but not later than three (3) Banking Days after the date that Notice of Readiness has been given in accordance with Clause 5 (Time and place of delivery and notices):
(i) the Deposit shall be released to the Sellers; and
(ii) the balance of the Purchase Price and all other sums payable on delivery by the Buyers to the Sellers under this Agreement shall be paid in full free of bank charges to the Sellers’ Account.
Notwithstanding the above, the Buyers and the Sellers will work together to effect a simultaneous payment under this Agreement and the balance payment of the installment payable on delivery of the Vessel from the Builder to the Sellers, by use of the same funds if deemed practical by the Parties.
4. Inspection
(a)* The Buyers have inspected and accepted Attachment A and the Buyers shall accept the Vessel upon the Vessels completion according to Attachment A.the Vessel’s classification records. The Buyers have also inspected the Vessel at/in ____________ (state place) on ____________ (state date) and have
This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers' Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers' Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.
5. Time and place of delivery and notices
(a) The Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or anchorage at/in Okpo, Geoje Island, South Korea as per Attachment A (state place/range) in the Sellers’ option.simultaneously with delivery from Builder to the Sellers. The agreed Notice of Readiness shall not be tendered before: _________________ (date)Delivery Date as per the Shipbuilding Contract is 30 November 2020 (“Agreed Delivery Date”). The Builder may deliver the Vessel earlier than the Agreed Delivery Date pursuant to the terms of the Shipbuilding Contract.
(b) The Sellers shall keep the Buyers well informed of the Vessel’s construction progress and shall provide the Buyers with approximate notices of the date the Sellers intend to tender Notice of Readiness itinerary and shall provide the Buyers with twenty (20), ten (10), five (5) and three (3) days’ notice of the date the Sellers intend to tender Notice of Readiness and of the intended place of delivery.
When the Vessel is completed in accordance with Attachment Aat the place of delivery and physically ready for delivery in accordance with this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.
If the Vessel is delayed and the Sellers receive liquidated damages due to delay under the Shipbuilding Contract, the Purchase Price shall be reduced accordingly with a corresponding amount (see Attachment A).
Cancelling Date (see Clauses 5(c) and 14): The Cancelling Date under this Agreement shall correspond with the cancelling date under the Shipbuilding Contract.
(c) If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the Cancelling Date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and proposing a new Cancelling Date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 (Sellers’ Default) within three (3) Banking Days of receipt of the notice or of accepting the new date as the new Cancelling Date. If the Buyers have not declared their option within three (3) Banking Days of receipt of the Sellers’ notification or if the Buyers accept the new date, the date proposed in the Sellers’ notification shall be deemed to be the new Cancelling Date and shall be substituted for the Cancelling Date stipulated in line 79.
If this Agreement is maintained with the new Cancelling Date all other terms and conditions hereof including those contained in Clauses 5(b) and 5(d) shall remain unaltered and in full
This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers' Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers' Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.
force and effect.
(d) Cancellation, failure to cancel or acceptance of the new Cancelling Date shall be entirely without prejudice to any claim for damages the Buyers may have under Clause 14 (Sellers’ Default) for the Vessel not being ready by the original Cancelling Date.
(e) Should the Vessel become an actual, constructive or compromised total loss before delivery the Deposit Downpayment together with interest as set out in line 33 earned, if any, shall be released immediately to the Buyers whereafter this Agreement shall be null and void.
6. | Divers Inspection / Drydocking – N/A |
This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers' Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers' Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.
*6 (a) and 6 (b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 6 (a) shall apply.
7. Spares, bunkers and other items
The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on shore as per Attachment A. All spare parts and spare equipment including spare tail-end shaft(s) and/or spare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of inspectionordered separately by the Buyers during construction (i.e. not being part of the Specification) used or unused, whether on board or not shall become the Buyers’ property, buttogether with spares on order are excluded shall be included in the sale and the Buyers shall pay the actual net price to the Sellers. Forwarding charges, if any, shall be for the Buyers’ account. The Sellers are not required to replace spare parts including spare tail-end shaft(s) and spare propeller(s)/propeller blade(s) which are taken out of spare and used as replacement prior to delivery, but the replaced items shall be the property of the Buyers. Unused stores and provisions shall be included in the sale and be taken over by the Buyers without extra payment.
This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers' Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers' Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.
The Buyers shall take over remaining bunkers and unused lubricating and hydraulic oils and greases in storage tanks and unopened drums and fuel oil, LNG, other liquefied gases, fresh water or consumable stores which are on board the Vessel at the time of delivery and pay either:
for the quantities taken over.
8. | Documentation |
The place of closing: At the Builder’s shipyard in Okpo, Geoje Island, South Korea or such other place as the Parties may agree
(a) In exchange for payment of the Purchase Price the Sellers shall provide the Buyers with the following delivery documents:
(i) | Legal Bill(s) of Sale in a form recordable in the Buyers’ Nominated Flag State, transferring title of the Vessel and stating that the Vessel is free from all mortgages, encumbrances and maritime liens or any other debts whatsoever, duly notarially attested and legalised or apostilled, as required by the Buyers’ Nominated Flag State; |
(ii) | Evidence that all necessary corporate, shareholder and other action has been taken by the Sellers to authorise the execution, delivery and performance of this Agreement; |
(iii) | Power of Attorney of the Sellers appointing one or more representatives to act on behalf of the Sellers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate); |
(iv) | Protocol of Delivery and Acceptance signed by the Builder and the Sellers, to be 244 countersigned by the Buyers, and Builders’ Certificate issued to the Sellers by the Builder, both duly notarially attested and legalized |
(v) | Class Certificates in form as required to be delivered by the Builder to the Sellers as per Attachment A |
(vi) | A statement from the Sellers in a form acceptable to the Buyers’ nominated ship registry, stating that the Vessel has never been registred in any ship registry. |
(vii) |
This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers' Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers' Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.
(viii) | Commercial Invoice for the Vessel; |
(ix) | Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases; |
(xi) | Any additional documents as listed in Attachment A and/or as may reasonably be required by the competent authorities of the Buyers’ Nominated Flag State for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement; and |
(xii) |
(xiii) | An assignment in favour of the Buyers whereby the Sellers assign all warranties of the Builder towards the Sellers (including as provided in Attachment A) and also an assignment of any warranty or service or spare part arrangement that a maker or subcontractor has provided to the Sellers in respect of the Vessel. |
(b) At the time of delivery the Buyers shall provide the Sellers with:
(i) | Evidence that all necessary corporate, shareholder and other action has been taken by the Buyers to authorise the execution, delivery and performance of this Agreement; and |
(ii) | Power of Attorney of the Buyers appointing one or more representatives to act on behalf of the Buyers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate). |
(c) If any of the documents listed in Sub-clauses (a) and (b) above are not in the English language they shall be accompanied by an English translation by an authorised translator or certified by a lawyer qualified to practice in the country of the translated language.
(d) The Parties shall to the extent possible exchange copies, drafts or samples of the documents listed in Sub-clause (a) and Sub-clause (b) above for review and comment by the other party not later than 3 days (state number of days), or if left blank, nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement.
(e) Concurrent with the exchange of documents in Sub-clause (a) and Sub-clause (b) above, the Sellers shall also hand to the Buyers the classification certificate(s) as well as all plans, drawings and manuals, (excluding ISM/ISPS manuals), which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers have the right to take copies.
(f) Other technical documentation which may be in the Sellers’ possession shall promptly after delivery be forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel’s log books but the Buyers have the right to take copies of same.
(g) The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers.
9. | Encumbrances |
The Sellers warrant that the Vessel, at the time of delivery, is free from all charters, encumbrances, mortgages and maritime liens or any other debts whatsoever, and is not subject to Port State or other administrative detentions. The Sellers hereby undertake to indemnify the Buyers against all consequences of claims made against the Vessel which have been incurred prior to the time of delivery.
10. Taxes, fees and expenses
Any taxes, fees and expenses in connection with the purchase and registration in the Buyers’
This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers' Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers' Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.
Nominated Flag State shall be for the Buyers’ account, whereas similar charges in connection with the closing of the Sellers’ register shall be for the Sellers’ account.
11. Condition on delivery
The Vessel with everything belonging to her shall be at the Sellers’ risk and expense until she is delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be delivered and taken over as per Attachment A with new Class certificates, free of damage affecting the Vessel’s Class and with her Class and national certificates valid and duly executed without condition/recommendation by the relevant authorities at the time of delivery.
Nothwithstanding the above, the Buyers shall be required to accept the Vessel if the Sellers is required to accept the Vessel and take delivery of the Vessel from the Builder pursuant to the Shipbuilding Contract. As such;
The Buyers shall not unreasonably reject the Vessel because of minor or insubstantial defect or non-conformity judged from the viewpoint of generally accepted good shipbuilding practice, and the Buyers shall not be entitled to refuse delivery by reason only of a deficiency in the Vessel’s guaranteed speed and/or fuel consumption and/or the guaranteed cargo capacity and/or the guaranteed boil-off rate, unless the Sellers in its capacity as buyers under the Shipbuilding Contract is entitled to reject delivery vis-a-vis the Builder. If any such deficiencies exceed limits, the Buyers shall be entitled to deduct from the Purchase Price such amounts as the Sellers is entitled to deduct from the contract price under the Shipbuilding Contract vis-a-vis the Builder.
After completion of sea trials and the gas trials (as per Attachment A) and receipt by the Buyers of a copy of the Builders notice for delivery, the Buyers shall, within 1 day after receipt of such notice, notify the Sellers of its intended acceptance or rejection of the Vessel on the basis of its conformity with the requirements of Attachment A.
12. Name/markings
The Vessel shall be delivered by the Sellers to the Buyers with the Buyers’ name and funnel marking. Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings.
13. Buyers’ default
Should the DepositDownpayment not be lodged paid in accordance with Clause 2 (DepositDownpayment), the Sellers have the right to cancel this Agreement, and they shall be entitled to claim compensation for their losses and for all expenses incurred together with interest.
Should the Purchase Price not be paid in accordance with Clause 3 (Payment), the Sellers have the right to cancel this Agreement, in which case the Deposit together with interest earned, if any, shall be released to the Sellers. If the Deposit does not cover their loss, the Sellers shall be entitled to claim further compensation for their losses and for all expenses incurred together with interest due to Buyers’ proven breach. The Sellers shall have a right to deduct from the Downpayment all such claims for compensation as they are entitled to pursuant to this Clause 13. After the Sellers have made such deductions, the Sellers shall return the balance of the Downpayment to the Buyers.
14. Sellers’ default
This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers' Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers' Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.
Should the Sellers fail to give Notice of Readiness in accordance with Clause 5(b) or fail to be ready to validly complete a legal transfer by the Cancelling Date the Buyers shall have the option of cancelling this Agreement. If after Notice of Readiness has been given but before the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not made physically ready again by the Cancelling Date and new Notice of Readiness given, the Buyers shall retain their option to cancel subject to Clause 5c above. In the event that the Buyers elect to cancel this Agreement, the Deposit Downpayment together with interest earned, if anyas set out in line 33, shall be refundedreleased to them immediately.
Should the Sellers fail to give Notice of Readiness by the Cancelling Date or fail to be ready to validly complete a legal transfer as aforesaid they shall be obliged to release the Downpayment including interest thereon to the Buyers, but otherwise not have any obligations towards the Buyers make due compensation to the Buyers for their loss and for all expenses together with interest if their failure is due to proven negligence and whether or not the Buyers cancel this Agreement.
15. Buyers’ representatives
After this Agreement has been signed by the Parties and the Deposit Downpayment has been lodgedpaid, the Buyers shall at any time thereafter have the right to visit the Yard and inspect the work in progress and have the right to place two (2) representatives on siteboard the Vessel at their sole risk and expense to work with and cooperate with the existing site management team. The Buyers’ representatives shall have customary access to the Vessel, the Yard facilities and relevant shipbuilding documents and drawings as per customary practice and have the right to be present at all inspections, tests and sea trials and sea trial results.
The Sellers shall keep the Buyers well informed of any upcoming milestones and of any inspections and tests both at the Yard and with respect to subcontractors work, to ensure that the Buyers is able to attend the same. The Buyers shall attend as observers only, shall not interfere or obstruct the construction process and shall comply with the Sellers site managers instruction.
The Sellers shall make available customary office space at the Yard for the Buyers representatives if the Buyers so request. The Sellers shall make available for Buyers review all correspondence,
notices and other documents related to technical (as opposed to commercial) matters under
construction process and shall provide copies of the same upon the Buyers request.
16. Law and Arbitration
(a) *This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.
The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.
The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within fourteen (14) calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the fourteen (14) days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the fourteen (14) days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both Parties as if the sole arbitrator had been appointed by agreement.
In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at
This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers' Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers' Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.
the time when the arbitration proceedings are commenced.
17. Notices
All notices to be provided under this Agreement shall be in writing.
Contact details for recipients of notices are as follows:
For the Buyers: Flex Freedom Limited
c/o FLEX LNG Management Ltd.
Bryggegata 3
0250 Oslo
Norway
Attention: Øystein M. Kalleklev
Email: Oystein.Kalleklev@flexlng.com
With copy to: Marius Hermansen
Email: Marius.Hermansen@seatankersmgt.com
For the Sellers: Sea Freedom Shipowning Inc.,
c/o Seatankers Management Company Ltd.
P.O. Box 53562,
CY-3399 Limassol,
Cyprus
(Deanna Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY-4013 Limassol, Cyprus)
Attention: Spyros Episkopou
Telephone: +357 25 858 300
Email: spyros.episkopou@seatankers.com.cy
With copy to: Marius Hermansen
Email: Marius.Hermansen@seatankersmgt.com
18. Entire Agreement
The written terms of this Agreement comprise the entire agreement between the Buyers and the Sellers in relation to the sale and purchase of the Vessel and supersede all previous agreements whether oral or written between the Parties in relation thereto.
Each of the Parties acknowledges that in entering into this Agreement it has not relied on and shall have no right or remedy in respect of any statement, representation, assurance or
This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers' Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers' Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.
warranty (whether or not made negligently) other than as is expressly set out in this Agreement.
Any terms implied into this Agreement by any applicable statute or law are hereby excluded to the extent that such exclusion can legally be made. Nothing in this Clause shall limit or exclude any liability for fraud.
19. Modifications, changes and extras
The Sellers shall not agree to any major amendments, modifications or changes to the Specifications, the General Arrangement Plan or the Supplier List without the Buyers’ prior written consent.
Modifications or changes to the Specifications and the General Arrangement Plan may be requested by the Buyers substantially on the terms set out in the Shipbuilding Contract and the Sellers shall take the necessary action to request such changes from the Builder. The Sellers agreement with the Builder in respect of any such changes or modifications in respect of which the Builder requires a change in the contract price, delivery date, Specifications or other terms of the Shipbuilding Contract within normal practice for such changes or modifications shall be at Buyers cost and the delivery date under this Agreement shall be updated accordingly.
20. | Termination of the Shipbuilding Contract |
Should the Sellers be entitled to cancel the Shipbuilding Contract before delivery then they will inform the Buyers without delay and both Parties will then jointly decide how to progress with the situation at hand. The Sellers will not cancel the Shipbuilding Contract without prior consent of Buyers, such consent not to be unreasonably withheld.
21. | Parent Company Guarantee |
At the time of signing of this Agreement, the Buyers shall provide the Sellers with a performance guarantee in such form and substance as attached hereto in Attachment C, duly executed by the Buyers’ ultimate parent company, Flex LNG Ltd. (the “Guarantee”).
The Guarantee shall apply in respect of all obligations assumed by the Buyers under this Agreement, but shall in all circumstances be limited to the Purchase Price plus accrued interest as applicable.
22. | Building Supervision |
The Purchase Price is inclusive of the Sellers building supervision of the Vessel during the construction period.
23. | Condition Precendent |
It is a condition precedent for the effectiveness of this MOA that the USD 300 million private placement in Flex LNG Ltd. is successfully carried out including that Flex LNG Ltd. has received the proceeds from the private placement.
For and on behalf of the Sellers /s/ Spyros Episkopou Name: Spyros Episkopou Title: Director /s/ Eirini Santhi Theocharous Name: Eirini Santhi Theocharous Title: Director | For and on behalf of the Buyers /s/ Marius Hermansen Name: Marius Hermansen Title: Attorney-in-Fact |
This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers' Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers' Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.