PART II - CONDITIONS
CLAUSE 1 - AGREEMENT TO LET AND HIRE
The LESSOR agrees to let and the CHARTERER agrees to hire the Vessel, without Crew, from the time of deilvery for the Charter Period as set out in PART I. The OWNER shall not to enter into any other agreement for the Charter of the Vessel for the same period. The CHARTERER shall pay the Charter Fee and the Security Deposit, in cleared funds, on or before the dates and to the Account specified in this Agreement.
CLAUSE 2 - DELIVERY
The Vessel shall be delivered and taken over by the CHARTERER at the Port of Delivery at the commencement of the Charter Period. The LESSOR shall before and at the time of delivery exercise due diligence to make the Vessel seaworthy and in every way ready in hull, machinery and equipment, as well as properly documented for service hereunder. The delivery to the CHARTERER of the Vessel and the taking over of the Vessel by the CHARTERER shall constitute a full performance by the LESSOR of all the LESSOR’S obligations hereunder and thereafter the CHARTERER shall not be entitled to make or assert any claim against the LESSOR on account of any representations or warranties expressed or implied with respect to the Vessel.
CLAUSE 3 - DELAYED DELIVERY
8) If the LESSOR fails to deliver the Vessel to the CHARTERER at the Port of Delivery at the commencement of the Charter Period and delivery is made more than 6 hours and within forty-eight (48) hours of the scheduled commencement date, the LESSOR shall pay to the CHARTERER a refund of the Charter Fee at a pro-rata daily rate or if it be mutually agreed the LESSOR shall allow to the CHARTERER a pro-rata extension of the Charter period. Nothing is due for a delay in delivery within 6 hours of the scheduled commencement time.
b) If the LESSOR fails to deliver the Vessel within forty-eight (48) hours from the due time of delivery, the CHARTERER shall be entitled to treat this Agreement as repudlated by the LESSOR. The CHARTERER will be entitled to repayment without interest of the full amount of all payments made by the Stakeholder in the CHARTERER's behalf to the LESSOR, and shall in addition be paid by the LESSOR liquidated damages of an amount equivalent to fifteen percent (15%) of the Charter Fee.
CLAUSE 4 - CRUISING AREA
The CHARTERER shall restrict the cruising of the Vessel to within the Cruising Area indicated in the box F Part I, and to within regions in the Cruising Area in which the Vessel is legally permitted to cruise. The LESSOR does not warrant the use and comfort of the Vessel in bad weather conditions for all cruises or passages within the Cruising Area.
CLAUSE 5 - HEALTH `
The nature of a charter may render it unsuitable for anybody with physical disability or undergoing medical treatment. By signature of this Agreement the CHARTERER warrants the medical fitness of all members of the CHARTERER’S party during the Charter Period. The CHARTERER and his party undertake to have all necessary visas and vaccinations for the countries to be visited.
CLAUSE 6 - AGREED USE OF THE VESSEL
The Vessel shall be used for pleasure cruising only, between good and safe place where she can safety lie always afloat within the Cruising Area, according to her characteristics and to Insurance Coverage as per clause 15. In particular:
a) The CHARTERER shall not transport merchandise or carry passengers for pay, or engage in any trade whatsoever.
b) The CHARTERER shall comply, and shall ensure that the Guests comply, with the laws and regulations of any country into whose water the Vessel shall enter during the course of this Agreement.
c) The CHARTERER shall not at any time during the Charter Period:
- permit more than the Maximum Number of Guests Sleeping or Cruising on Board;
- take part in regattas or nautical competition of any kind:
- leave safe anchorage or port when the competent authorities have forbidden navigation on in general, when the weather; sea, vessel or crew conditions are such as to affect the safety of the Vessel and the persons on board;
- proceed to ports or areas which are dangerous as the result of war hostilities, militar operations, revolution, civil commotion or terrorism.
d) If children are taken on board, the CHARTERER shall be fully responsible for their conduct and entertainment.
e) The CHARTERER shall ensure that no pets or other animals are brought on board the Vessel without the written consent of the LESSOR.
If the CHARTERER or any of the Guests shall commit any offence contrary to the laws and regulations of any country which results in the Vessel being detained, arrested, seized or fined, the CHARTERER shall indemnify the LESSOR against all loss, damage and expense incurred by the LESSOR as a result, and the LESSOR may, by notice to the CHARTERER, terminate this Agreement forthwith.
It is also specifically understood that the possession or use of any illegal drugs or any weapons (including particularly firearms) is strictly prohibited on board the Vessel and failure to comply shall be sufficient reason for the LESSOR to terminate the Charter forthwith without refund or recourse against the LESSOR.
CLAUSE 7 - PAYMENT OF CHARTER FEE AND OTHER MONIES TO THE OWNERS
1) If this Agreement has been concluded directly between the LESSOR and the CHARTERER, without the intervention of the Broker the CHARTERER shall pay the Charter Fee as well as the Security Deposit directly to the LESSOR as per Box H, part I, in cash without discount in the manner and at the place indicated in Box H, Part I.
2) If this Agreement has been concluded with the intervention of the Broker, the CHARTERER shall pay the Charter Fee as well as the Security Deposit to the Broker as per Box H, part I, in cash without discount in the manner and at the place indicated in Box H, Part I. The LESSOR and the CHARTERER both confirm and agree that the Broker has appointed as the Stakeholder in this Agreement. All funds received by the Broker against this Agreement shall be transferred immediately upon receipt and then held in a designated Client’s Account in the currency of this Agreement. The First instalment of the Charter Fee shall be paid to the OWNER by the Stakeholder alter deduction and payment of the full Broker’s commission by Bank Transfer not later than the third working day after the date indicated in the Part I, box P. The balance of the Charter Fee (Second instalment) shall be paid to the LESSOR by the Stakeholder not later than the thirty days before the delivery and take over the Vessel.
CLAUSE 8 - SECURITY DEPOSIT
Unless otherwise provided on PART I of this Agreement, the security deposit shall be held by the LESSOR and may be used in, or towards, discharging any liability that the charterer may incur under any of the provisions of this Agreement, but to the extent that it is not so used, the Security Deposit shall, within twenty-four (24) hours of the end of the charter period, or the settlement of all out standing questions, whichever is the later, be refunded of the Vessel by the owner shall not prejudice his right against the Charterer under this Agreements
CLAUSE 9 - REDELIVERY
The Charterer shall redeliver the Vessel to the LESSOR at the time and Port of Redelivery in as good a condition as when delivery was taken, fair wear and tear arising from ordinary use excepted, free of any debts incurred for the CHARTERER’s account during the Charter Period. The CHARTERER has the right to redeliver the Vessel to the Port of Redelivery and disembark prior to the end of the Charter Period but such early redelivery shall not entitle the CHARTERER to any refund of the Charter Fee. Acceptance of redelivery of the Vessel by the LESSOR shall not prejudice his rights against the CHARTERER under this Agreement.
CLAUSE 10 - DELAYED REDELIVERY
If the CHARTERER falls to redeliver the Vessel to the LESSOR at the Port of Redelivery at the end of Charter Period then the CHARTERER shall pay forthwith to the LESSOR by direct telegraphic transfer via the Stakeholder’s account demurrage at the daily rate plus hundred percent (100%) of the daily rate, and if delay in redelivery exceeds twenty-four (24) hours, the CHARTERER shall be liable to indemnify the LESSOR for any loss or damage which the LESSOR shall suffer by reason of deprivation of use of the Vessel or cancellation of, or delay in delivery under any subsequent charter of the Vessel.
CLAUSE 11 - SURVEY ON DELIVERY AND REDELIVERY
Joint on-hire and off-hire surveys shall be conducted respectively at ports of delivery and redelivery. Both surveys shall cover the condition of the Vessel, her machinery and appurtenances, inventory as well as quantities of fuels remaining on board.
CLAUSE 12 - OWNER TO PROVIDE
The LESSOR warrant that the Vessel is insured during the Charter Period as stated in Clause 15. Furthermore, during the charter period the LESSOR shall be responsible for repairs or renewals occasioned by latent defects existing at the time of delivery under this Agreement and/or routine maintenance in the Vessel, her machinery or appurtenances.
CLAUSE 13 - CHARTERER TO PROVIDE
The CHARTERER shall provide and pay for the Vessel’s operating costs (including, but not limited to all fuel costs for the Vessel, its tenders and all water-sports equipment, all harbour, pilot and divers' fees, custom formalities, water, electricity and national and/or local taxes as applicable, food, beverages, personal laundry and all communications costs for CHARTERER's party) for the entire Charter Period for himself and his Guests. Furthermore, during the charter period the CHARTERER shall be responsible for repairs or renewals in the Vessel, her machinery or appurtenances due to circumstances caused by any liability, act or default of the CHARTERER; any repair or renewal shall be agreed upon and authorized in writing by the OWNER.
CLAUSE 14 - DISABLEMENT
If, after delivery and due to circumstances not caused by any liabilities, act or default of the CHARTERER:
a) the Vessel shall at any time be disabled by latent defects existing at the time of delivery under this Agreement and/or routine maintenance in the Vessel, her machinery or appurtenances by the LESSOR for a period within forty-eight (48) consecutive hours the LESSOR shall make a pro rata refund of the Charter Fee for the period of the disablement; if mutually agreed, allow a pro rata extension of the Charter Period corresponding with the period of disablement. If the CHARTERER wishes to invoke this clause he shall give immediate notice in writing to the LESSOR. The CHARTERER shall remain liable for normal expenses during the period of disablement.
b) In the event of total loss or constructive total loss of the Vessel or if the vessel is disabled as aforesaid for a period of more than forty-eight (48) consecutive hours the CHARTERER shall have the right to cancel this Agreement by notice in writing to the LESSOR. The notice of cancellation entitles the CHARTERER to redeliver the Vessel to the LESSOR where she lies, to be repaid by LESSOR as soon as practicable a refund of Charter Fee calculated pro-rata from the date and time on which the disablement or loss occurred to the end of Charter Period as set out in PART I, as well as to recover from the LESSOR the reasonable cost of returning himself and his Guests to the Port of Redelivery as set out in PART I by scheduled services together with reasonable accommodation expenses incurred. Alternatively, after a consecutive period of disablement of more than forty-eight (48) hours; and dependent on the nature and seriousness of the disablement, by mutual agreement the CHARTERER may elect to remain on board for the duration of the Charter Period and the CHARTERER will then have no further or additlonal claim against the LESSOR.
CLAUSE 15 - INSURANCE
a) The LESSOR shall insure and keep the Vessel, throughout the Charter Period with first class insurers against all customary risks for a Vessel of her size and type on cover no less than is provided under Institute Yacht Clauses 1.11.85 or other recognised terms extended to provide Permission to Charter and to cover Third Party liability, Water Skiers liabilities together with liabilities arising from the use by the CHARTERER and other competent person(s) authorized by him of personal water craft and other similar powered craft as well as windsurfers, dinghies, catamarans or other water-sports equipment carried by the Vessel. The CHARTERER shall be entitled to the benefit of the LESSOR’s insurances.
b) All such insurances shall be on such terms and subject to such Excess (Deductible) as are customary for a Vessel of this size and type.
Copies of all relevant insurance documentation shall be available for inspection by the CHARTERER prior to the Charter on reasonable notice to the LESSOR, and shall be carried on board the vessel.
c) Under normal circumstances the CHARTERER shall only be liable for such costs or losses as may be incurred repairing damage caused by the CHARTERER or his guests (intentionally or otherwise) to the Vessel or any third party up to the level of the Excess (Deductible) on the LESSOR's insurance policy for each separate accident or occurrence. However in any event, the CHARTERER’s liability shall not exceed an Excess (Deductible) the equivalent of one percent (1%) of the value.
d) The CHARTERER may be liable for a sum greater than the Excess (Deductible) on any one accident or occurrence if the CHARTERER or any of his guests acted in such a manner (intentionally or otherwise) as to void, or limit, the cover under the LESSOR’s insurance.
f) The CHARTERER should be aware that Cancellation and Curtailment Insurance, CHARTERER’s Liability Insurance, CHARTERER's Personal Effects (whilst on board or ashore) Insurance and CHARTERER’s Medical or Accident Expenses Insurance are not included in this Agreement.
CLAUSE 16 - CANCELLATION BY LESSOR
If prior to the commencement of the Charter Period as set out in PART I of this Agreement, the LESSOR tenders notice of cancellation to the CHARTERER, the CHARTERER shall be entitled to repayment without interest of the full amount of all payments made by him to the LESSOR, and shall in addition be entitled to liquidated damages to be calculated and paid forthwith on the following scale:
i) thirty (30) days or more before commencement of the Charter Period, an amount equivalent to ten percent (10%) of the Charter fee.
ii) less than thirty (30) days before commencement of the Charter Period, an amount equivalent to twenty percent (20%) of the Charter Fee.
CLAUSE 17 - CANCELLATION BY CHARTERER
If prior to the commencement of the Charter Period as set out in PART I of this Agreement, the CHARTERER tenders notice of cancellation to the LESSOR, the CHARTERER shall remain liable for all payments due to the LESSOR prior to and unpaid at the date of cancellation. Should notice of cancellation be given by the CHARTERER or should the CHARTERER fail after having been given notice to pay any amount due under this Agreement, the LESSOR shall be entitled to treat this Agreement as having been repudiated by the CHARTERER and to retain the full amount of all payments. Notwithstanding the LESSOR 's right to receive or retain all payments referred to above, the LESSOR shall be under a duty to mitigate his loss and in the event that the LESSOR is able to re-let the Vessel for all or part of the Charter Period under this Agreement, the LESSOR will give credit for the net amount of charter hire arising from the re-letting after deduction of all commissions and other consequential expenses arising from such re-letting. The intention is that the LESSOR shall receive the same in net proceeds from any re-letting as would have been received under this Agreement. The LESSOR shall use his best endeavours to re-let the Vessel and shall not unreasonably withhold his agreement to re-let, although charters which may reasonably be considered detrimental to the Vessel, its reputation, its crew or its schedule may be refused.
CLAUSE 18 - SUB-DEMISE and ASSIGNEMENT
The CHARTERER shall not sub-demise the Vessel nor assign this Agreement except with the prior consent in writing by the OWNER.
CLAUSE 19 - SALVAGE
Any sums received for salvage and assistance operations shall be equally divided between LESSOR and CHARTERER after deducting all legal costs and expenses, including the hire rate for the time lost in salvage operations, damage repair and bunker consumption. All measures undertaken by the LESSOR to determine and guarantee payment of salvage shall be binding for the CHARTERER.
CLAUSE 20 - DEFINITIONS
In this Charter the following terms shall have the meanings hereby assigned to them:
a) OWNER shall mean the person or company registered as Owner of the Vessel.
b) LESSOR shall mean the person that has legal authority to offer for charter the vessel.
c) CHARTERER shall mean the Bareboat Charterer and shall not be construed to mean a time charterer or a voyage charterer:
d) “Central Agent" means the agent appointed by the LESSOR that has legal authority to offer for charter the vessel.
e) “Broker” means the duly licensed broker who acts as Indipendent Business Transaction Intermediary sewing both LESSOR and CHARTERER in the closing of the Charter Agreement.
f) "Stakeholder" means the depositary who holds and manages CHARTERER's funds accordingly with the provisions of this Agreement.
Throughout the Agreement, the terms `OWNER ‚ LESSOR, CHARTERER‚ CENTRAL AGENT, BROKER or "STAKEHOLDER and corresponding pronouns shall be constmed to apply whether the OWNER, LESSOR, CHARTERER, CENTRAL AGENT, BROKER or STAKEHOLDER is male, female, or corporate, singular or plural, as the case may be.
CLAUSE 21 - BROKERAGE
By signing of this Agreement the LESSOR and the CHARTERER both confirm and agree to the following:
a) The Broker's commission shall be deemed to be earned by the Broker upon the signing of this Agreement and be payable by the LESSOR on the full Charter Fee. '
b) The Broker in this Agreement shall have no responsibility for any loss, damage or injury to the person or property of the LESSOR or CHARTERER or any of their Guests, servants or agents, and further the Broker shall be under no liability for any errors of judgement or description or otherwise of whatsoever nature and howsoever arising and shall be under no further obligation, duty or responsibility to the OWNER or the CHARTERER save as set out herein. The LESSOR and the CHARTERER shall jointly and severally indemnify and hold harmless the Broker for any loss or damage sustained by them as a result of any liability by the Broker to any Third Party (person, firm, company or authority) arising from promoting or introducing this Charter; assisting in the performance of this Agreement or performing the duty of Stakeholder.
c) The Broker shall sign and is party to this Agreement for the purpose of this Clause only.
CLAUSE 22 – COMPLAINTS
The CHARTERER shall give notice of any complaint to the LESSOR after the event giving rise to the complaint has taken place and anyway within twenty-four (24) hours of the event or occurrence unless it is impracticable due to failure or non-availability of communications (by-fax or mail) specifying the precise nature of the complaint.
CLAUSE 23 - NOTICES
Any notice given or required to be given by either Party to this Agreement shall be communicated in any form of writing and shall be deemed to have been properly given if proved to have been dispatched pre-paid and properly addressed by mail or bona fide courier service or by fax in the case of the LESSOR, to him at his address as per this Agreement or, in the case of the CHARTERER to his address as per this Agreement or, where appropriate to him on board the Vessel.
CLAUSE 24 - ARBITRATION & LAW
This Agreement shall be govemed by and construed in accordance with Italian Law; any dispute arising hereunder shall be decided by the court of Salerno.