Download Singapore Ship Sale Form (SSF)

Singapore Ship Sale Form (SSF)
Gina Lee-Wan
Partner
Financial Services
13 October 2011
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Outline of Presentation
I. Other Ship Sale Forms
II. Highlights of Singapore Ship Sale Form
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I. Other Ship Sale
Forms (for SecondHand Tonnage)
• Norwegian Ship Sale Form
(1993) – Norwegian Shipbrokers
Association / Bimco
• Nippon Ship Sale Form (1999) –
Documentary Committee of Japan
Shipping Exchange
Singapore Ship Sale Form
Norwegian Ship Sale Form (1993)
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Highlights of Singapore Ship Sale Form
(SSF)
1.
2.
3.
4.
5.
6.
7.
Structure of SSF
Deposit and Payment clauses
Physical Inspection and Encumbrances clauses
Notice of Actual Readiness
Documentation clause
Pro-Asian arbitration clause
Confidentiality & Entire Agreement clauses
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Structure of SSF
• Box Structure
- Page 1
• Descriptive Clauses
- Clauses 1 to 17
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Box Structure
•
Box Structure
Guarantor(s) Clause
(optional)
Nominee Clause
Bird’s eye-view
• The Buyer and Seller may each have
a Guarantor, who can be made a party
to the SSF
• Party can commence a single
arbitration against the defaulting
party and the guarantor
• Multiple rights of nomination; last chance
of nomination is upon receipt of 15 days’
notice by Sellers of the estimated date of
the Vessel’s arrival at the delivery place
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Descriptive Clauses – Deposit
(i) Deposit
- Clause 1: Deposit & Balance Purchase Price
Advantages:
(i) Avoids uncertainty in relation to Purchase Price and use of Deposit
- Deposit to be held in joint escrow account of both parties
- Deposit to be released to the Sellers as part payment of Purchase Price
(ii) Value date as agreed
(iii) Both parties obliged to comply with anti-money laundering laws and Know
Your Client (KYC) requirements
(iv) Buyers – Obligation to arrange for bank-to-bank confirmation from remitting
bank to Sellers’ bank of the Buyers’ credentials and of the source
of funds
(v) Sellers - Obligation to arrange opening of joint escrow account
within a specified time
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Descriptive Clauses – Payment
(ii) Payment
Clause 2(a): Payment of Balance Purchase Price
Clause 2(b): Buyers’ option to take late delivery of the
Vessel provided certain conditions are met.
Advantages:
(i) Clarifies the definition of “banking days” as being banking days in the place
of closing and in the country of Purchase Price currency
(ii) Balance Purchase Price for same day value and includes any extras for
spares/bunkers and others
(iii) Buyers’ option to take late delivery of the Vessel provided that:
• Buyers inform Sellers in advance;
• Compensation by Buyers by paying agreed cost of delayed delivery; and
• Delay of up to a maximum of 7 days.
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Descriptive Clauses – Inspections
(iii) Inspections
Clause 3: Physical Inspection
Advantages:
(i) Definition of “Physical Inspection” – inspection of Vessel’s
Classification records, continuous synopsis record, maintenance
records, deck and engine log books and available ballast records.
Also include right of Buyers to take photographs.
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Descriptive Clauses – Notices and Notice of
Actual Readiness
(iv) Notices and Notice of Actual Readiness (NOAR)
• Clause 5
Advantages:
(i) Sellers may tender NOAR only if both “physical readiness” and
“legal readiness” are achieved.
(ii) Obligation imposed on Sellers to take reasonable steps not to
hinder delivery enables better certainty in planning the delivery
schedule
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Descriptive Clauses – Documentation
(v) Documentation
• Clause 8:
– After deposit is lodged
– 14 days prior to Vessel’s expected readiness for
delivery
– 3 days prior to closing
– At the time of delivery
Advantages:
(i) Details a comprehensive list of documents to be delivered by both Sellers
and Buyers, including documents that are likely to be required by most
jurisdictions in which the Buyers may wish to flag the Vessel that is being
acquired
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Descriptive Clauses – Encumbrances
(vi) Encumbrances
• Clause 9
– Broadened and unambiguous encumbrances clause
Advantages:
(i) Clarifies scope of encumbrances by including writs, port state detentions,
stowaways, trading commitments and other debts which might interfere
with the Buyers’ free use of the Vessel after delivery
(ii) Removes uncertainty caused by the use of word “warranty” in relation to
the nature of the Sellers’ obligations under the encumbrances clause
by explicitly making the encumbrance’s clause a condition of the SSF
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Descriptive Clauses - Arbitration
(vii) Arbitration
• Clause 15
– Default Position: Singapore as default seat of arbitration &
SCMA Rules
– However parties are free to choose the venue, applicable
rules and governing law
Advantages:
(i) Similarity of SCMA Rules and LMAA rules – both providing for adhoc
arbitration or party autonomy model preferred by the maritime community
(ii) As Singapore is a party to the New York Convention, any awards secured
in Singapore can be enforced internationally
(iii) Cost-efficient and geographically proximate Asian venue to the Asian
shipping community for dispute-resolution
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Descriptive Clauses – Confidentiality and
Entire Agreement Clauses
(viii) Confidentiality Clause
• Clause 16
(ix) Entire Agreement Clause
• Clause 17
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Website
• http://www.singforms.com/index.php.
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Questions?
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Thank You
Gina Lee-Wan
Allen & Gledhill LLP
One Marina Boulevard #28-00
Singapore 018989
Telephone
+65 6890 7582
E-mail
[email protected]
Website
www.allenandgledhill.com
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Notes:
•
This presentation is intended to provide general information and is not meant to be
exhaustive, comprehensive or authoritative. Allen & Gledhill LLP does not warrant its
accuracy or completeness or accept any liability for any loss or damage arising from
any reliance thereon.
•
The information in this presentation should not be treated as a substitute for specific
legal advice concerning particular situations.