FIXTURE NOTE No 01 /VNF-VNS/PHIL - 2012 HoChiMinh City, 26 Jun., 2012 It is mutually agreed between : VINASHIP JOINT STOCK COMPANY – HCM BRANCH Address : 5E Nguyen Dinh Chieu St., Dist Ho Chi Minh City - Vietnam Tel : 84 - 8293356/8222686 Fax : 84 - 8222682 Represented by Mr Cao Minh Tuan – General Managing Director Hereinafter called as the Owner, and VIETNAM SOUTHERN FOOD CORPORATION ( VINAFOOD II ) Address : 42 Chu Manh Trinh Street, Dist – Ho Chi Minh City - Vietnam Tel : 84 - 8230243 Fax : 84 - 8298001 Represented by Mdm Cao Thi Ngoc Hoa – Deputy General Director as authorised by Mr Truong Thanh Phong – General Director, authoration No /TCT-UQ dated 26 Jun., 2012 Herein after called as the Charterer For the carriage of cargo under the following terms and conditions : Cargo quantity: min/max 6,000 MTS rice in bags Performing vessel: a) Laycan: from 05th to 10th Jul., 2012 b) Full ship's particulars : MV HA DONG BUILT: 1986; CLASS: VIRES; FLAG: VIETNAM; CALL SIGN: XVCF; GRT/NRT/DWT: 5,561 / 2,392 / 6,700MT; LOA/BEAM/DEPTH: 107.70 / 17.00/ 11.90M DRAFT: 7.014M; 2HO/2HA;4 Derricks X 12MTS c) Vessel to carry cargo must be seaworthy, fully geared, singledecker or tweendecker suitable for the transportation, loading and unloading of bagged rice d) The performing vessel to be fully ISM, ISSC, classed, Hull insurance and PNI covered by an Internationally Recognized Organization be remained so for the duration of the F/N e) The vessel must be complied with ISPS code Non–compliance of ISPS code, if any, shall be at Owner's full time/account/responsibilities f) Owner to guarantee that the descriptions of the vessel are correct and any breach by Owner of any term forming part of the descriptions of the vessel will give Charterer the option to terminate this fixture note and/or claim for damages, if any g) If Owner fails to arrange qualified vessel to arrive the load port in due time, Owner must advise Charterer at a reasonable time and justifiable reasons Owner may submit substitute vessel(s) on time subject to Charterer/Buyer's approval Loading Port : 1-2 safe berth(s) or anchorage(s), safe port of Ho Chi Minh City -Vietnam Discharging Port : 1-2 safe berth(s), safe port of Philippines α) Receiver shall use the following discharge ports : NATIONAL CAPITAL REGION, CEBU, GENERAL SANTOS CITY, CAGAYAN DE ORO, SURIGAO CITY, DAVAO CITY β) Owner to guarantee vessel's draft is suitable for arriving discharge port otherwise, lightening, if any, shall be for Shipowner’s account, time and expenses χ) Notice of Readiness shall be considered tendered only upon vessel’s arrival of discharging port and laytime shall commence at 0800 hours of the next business day The Charterer to confirm to the Owner the name of the discharging port latest 02 days before completion of loading The Shipping Agent : - At load port : Owner's agent - At disport : Charterer's agent to be nominated by ATLANTIC PACIFIC FREIGHT & LOGISTICS INC.(APFL) with full details are as follow : Address : Rm 702 Victoria Bldg U.N Ave Ermita, Manila Tel.No : 4040131 / 4041214 Fax : 3533546 Email : atlanticpacificfrt@pldtdsl.net Owner's agent must co-ordinate with Charterer's agent during discharging operation at disport δ) Freight rate : USD 25.00 /Net metric ton - FIOS on basis 1/1 Freight payment : a) To be paid in Vietnamese dong ( VND ) with Vietcombank Ho Chi Minh City Branch's selling exchange rate at the time of issuance freight invoice b) 100 pct of freight to be paid by Charterer to Owner nominated bank against receipt of original freight invoice within 05 banking days from signing and releasing original Clean on Board CharterParties Bill of Lading marked “ Freight Prepaid” but always before discharging cargo Bill of Lading form : CONGENBILL EDITION 1994 to apply c) Freight to be discountless and non-returnable whether vessel and/or cargo lost or not lost d) All banking charges to be at Owner' account Loading terms : α) Cargo to be loaded/stowed at Charterer's/Shipper’s expenses on CQD basis, i.e no demurrage/no despatch/no detention β) On arrival at loadport, vessel's holds must be properly cleaned, dried and free from strange odour, insects and suitable for loading rice which means the vessel holds must be satisfied with the surveyors' requirements for loading rice shown in holds' survey report Loading shall only be commenced after passing holds surveys χ) Charterer tries to load about 1,000 MT on basis of 04 workable hatches/gears or pro-rata per weather working day of 24 consecutive hours, Sundays, Holidays excepted even if used δ) Notice of Readiness (NOR) to be tendered to the Charterer/Shipper on receiving free pratique whether at berth or not, but the vessel is not considered as ready if her holds are not passed survey ε) Charterer is responsible to arrange holds survey at their expenses before loading cargo and supply the Shipowner at survey report φ) Charterer/Shipper to co-ordinate with Owner/Master to load the sound cargo on board the performing vessel γ) Owner to agree to cooperate and allow on board presence of Buyer's appointed surveyor from vessel loading comencement until the loading completion, even if there is no loading cargo on board Upon completion of loading , all vessel's holds/hatches to be sealed by Charterer 's surveyor The cost of seal shall be for account of the Charterer During loading operation and once cargo has been trimmed and stowed, if cargo is found water – damaged, short of theft, … Owner will be responsible to immediately treat, settle and fully replace the stolen / wet cargo both in terms of quality and quantity at account and risks of Owner η) ι) Discharging terms : α) Cargo to be discharged at Charterers/Receivers/APFL's expenses β) Vessel to carry cargo must be seaworthy, fully geared, singledecker or tweendecker suitable for bagged rice loading and unloading χ) Vessel shall have workable hatches/gears which can be easily opened and closed, with individual boom/derrick of at least ten (10) tons capacity each to effect simultaneous discharge of cargo δ) Cargo to be discharged at 250 MT/workable gang per twenty-four (24) consecutive hours weather working day, Sundays and Holidays excluded unless used (WWDSHEXUU), provided vessel is fully and sufficiently equipped with necessary gears and equipment with lifting capacity of ten (10) tons SWL ε) Notification of vessel's readiness must be delivered at the office of the Charterer and APFL during office hours (Monday - Friday, from 0800 hours to 1600 hours and Saturday from 0800 hours to 1200 hours) by telefax, telex, radio or telephone (if by radio or telephone, to be subsequently informed promptly in writing) φ) If the vessel is ready in all respects to discharge the cargo, laytime will commence at 0800 hours of the next business day, WIBON γ) First opening and last closing of hatches shall not count as laytime η) Shifting from the 1st discharging place to the 2nd discharging place, if required by local/port authority, shall be at Owners' expenses/time/risk Any additional shifting to be borne by the requesting party 10 Demurrage / despatch: a) Rate of demurrage/ despatch for each vessel at disport to be as follows : Demurrage : USD 1,000 per day and pro-rata for all time lost Despatch : USD 500 per day and pro-rata for working time saved Computation of allowed laytime shall be based on the net quantity per B/L b) Documents for settlements : -Statement of facts with three signatures of Master, Agent and Charterer or their employees (Shipper / Consignee / their stevedores co.) -NOR to be tendered by Shipmaster or their agent in writing with the time received -Owner must supply Charterer Statement of Fact and Notice of Readiness for discharging within days upon completion of discharging the cargo c) Mode and time for settlement : All Dem/Des to be settled by both parties within sixty (60) calendar days after mutual acceptance of Dem/Des computation 11 Cargo fumigation on board : a) At loading port : - Fumigation expenses, if any, to be Charterer's account - Expenses for crew during fumigation to be for Owner's account - Owner to allow 48 hours free time for cargo fumigation - Vessel quick sailing after fumigation shall be arranged if required by Owner/Master but should be in conformity with local/port authority’s regulations - On completion of fumigation, vessel sails out and moves directly from loadport to discharge port in her routine waterway and not to be allowed to berth at any port, except in case of force majeure and for bunker purpose b) At discharging port : In case of re-fumigation, if required, all expenses as mentioned in (a) above to be for Charterer’s account 12 Dunnages/mats : to be at Owner's account / time/ arrangement Laying/tying dunnage materials at Owner’s account/time but mats for separation, if any, to be for Charterer’s account 13 Lightening/Lighterage: if any, to be at Charterer’s/Shipper’s/Receiver's/APFL’s account 14 Delivery of Cargo : Cargo to be delivered/released against the presentation of original B(s)/L or Charterer's Letter of Indemnity (LOI) 15 Owner's responsibilities : α) β) χ) δ) ε) φ) γ) η) Owner to submit to Charterer the vessel’s name, flag, age, P&I membership, ISM certificate, classification society and registry certificate, name, number of hatches/holds, number and capacity of derricks/gears for obtaining the Receivers acceptance of the performing vessel Owner and/or Master and/or agent to give Vinafood II and Receiver 72/48/24 hours notice of expected time of vessel's arrival at loading and discharging port respectively After completion of loading Owner shall advise Charterer vessel's time of departure at loadport and estimated time of arrival at disport Owner to keep Charterer informed of vessel's position/daily status during her voyage from loadport to disport No cargo shall be stowed in compartments which are not suitable for the cargo loading and discharging Owner to undertake to maintain the performing vessel’s gears for loading and discharge in efficient working order Any delay in loading and discharging due to inefficiency or breakdown of winches, derricks to be for Owner's account and time lost shall not be counted as laytime In the case vessel’s cranes/derricks/winches is/are out of order over 01 day, shore crane to be hired at Owner’s account and time to count at both ends Vessel to give free use of cargo gears, winches and derricks capable to lifting capacity as per described and necessary lights for any work free of charge to the Charterer and also for night work and Sundays/Holidays, if required Owner to guarantee the real Owner/Carriers/Operators of vessel to be supplied with no legal, financial problems and the Owner ship/Ship’s name will not be changed until completion of the Fixture Note’s period But in any case Owner is fully responsible for any damages/ losses/ disbutes ….arisen from this Fixture Note Owner to guarantee to supply the performing vessel with full seaworthiness and in good conditions and has appropriate gas tight seals suitable for fumigation and suitable for the carriage of exported ι) ϕ) κ) λ) µ) rice Owner to guarantee that the performing vessel to be equipped with suitable natural ventilations and facilities to keep cargo in good condition such as canvas for hatches covering, no leakage allowed Owner to be responsible for any losses and damages to the cargo after it has passed vessel's rail at loading port until cargo passed vessel’s rail at disport Owner is responsible for the losses and any damage to the cargo caused by water through ventilators and leakage of water and / or oil from the pipes and / or valves and / or tanks etc Owner must confirm the Notice of Loss and Damage if any Cargo outturn report to be signed by Master and Representative of Charterers or Representative of Receivers/APFL Owner to guarantee that vessel hatches always be watertight during the employment All opening and closing of hatches to be done by crew and at Owner expenses at both ends Master has to maintain ventilation system in proper condition in order to avoid sweating, damages to the cargo on board Owner shall be responsible for any claims against Charterer and whatever charges/consequences the Charterer is held liable arising from/in connection with the faults of Owner/ Master/Chieft officer/ crews/Owner's servants/ Owner's agents ν) Chief Officer to issue the clean Mate's receipt ο) The Master to authorize the loadport Agent to sign and release clean B(s)/L on his behalf The content of B/L is always in conformity with Mate's receipt For the purpose to send the shipping documents in time, B/L must be released right after completion of loading (within 24 hours) without any condition Otherwise, Owner shall be responsible for the time lost waiting for the documents at discharge port π) Carrier/owner shall be responsible for all cargo loss/damage including but not limited to, pilferage, short landed, short-delivery, wet damage, sinking of ship, fire and piracy θ) After completion of fumigation, vessel has to sails out and moves directly from loadport to discharge port in her routine waterway, ortherwise Owner shall be held for full responsibilities / liabilities for all risks/damages/expenses arising from the delay of the vessel's departure ρ) Owner must cooperate closely with APFL and disport agent to discharging operation at disport smoothly and safely Owner must provide Charterer below documents with signatures of concerning parties : - Daily discharging report - Tally sheet - Notice of loss/damage - Report on Receipt of Cargo - Cargo Outturn Report (latest days after completion of discharge) - Cargo manifest - Stowage plane - Mate's receipt - Others documents as per Insurance Company's request Extra cost for usual marine insurance on goods due to vessel’s age fifteen (15) years and above for cargo packed in bags shall be for the account of the Owner and shall be deducted from the freight payment σ) 16 Year olds (year) Premium rate 16-20 0.125% 21-25 0.25% 26-30 0.375% 17 Other Terms and Conditions : a) Transshipment is not allowed b) Combine shipment is allowed c) Shipment of any cargoes other than rice is strictly prohibited d) Taxes, dues, levies on vessel to be at Owner's account at both ends Taxes, dues, levies on cargo to be at Charterer's account and Consignee's account at loadport and disport respectively e) Tally at shipside to be for Owner's account at both ends Tally at dockside to be for Charterer's account at loadport and for Consignee’s account at disport f) Should the vessel be detained by Authorities at loading/discharging port, the direct actual expenses incurred on vessel to be for Owner's account if the arrest caused by Owner and/or his employees The same to be for Charterer/ Consignee account if the arrest caused by the Charterer/Consignee and/or their employees g) New Jason Clause, The General Paramount Clause, Voyar 1993, Both to Blame Collision Clause, Pollution Clause and P & I Club, Bunkering Deviation Clause deemed to be incorporated in this Fixture Note h) General Average, if any, to be settled according to York-Anwerpt Rules 1994 i) Revised clause of ISM code for the cargo to be as per Cargo ISM Endorsement 18 Law & Arbitration : All disputes, controversies or differences which may arise between the parties out of or in relation to or in connection with this Fixture Note or for the breach therefore shall be finally settled in Economic Court under Ho Chi Minh City People's Court by Vietnamese Marine Laws and Vietnam Civil Code 2005 19 General Conditions : Any amended of this Fixture Note must be made out in writing and or fax confirm by both parties The parties have signed this Fixture Note in two (02) copies, both are valid and have equal legal power for the parties For and on behalf of Owner For and on behalf of Charterer