YACHT BUILD AGREEMENT

　　DATED： 22nd December 2002

　　between

　　AAA‘s Yacht Company Limited， Hong Kong. （Hereinafter referred to as “the Builder”）

　　and

　　BBB CC， Vietnam， （Hereinafter referred to as “the Buyer”）

　　WHEREAS：

　　1） The Buyer wishes to acquire a AAA‘s Cape¹ 65 Trawler Yacht （the yacht） designed by Thanos Condylis， and built to the Buyer’s stated requirements and specification²， and the Builder has the capability³， knowledge and skills to build and supply the same.

　　2） The Builder has agreed to construct， equip， fit-out， test and deliver the Yacht to the Buyer‘s stated requirements and specification， which the Buyer has agreed to accept upon the terms and conditions here in after specified⁴：

　　Now therefore the Parties hereto have agreed and do hereby agree as follows：

　　ARTICLE I - INTERPRETATION⁵

　　1） In this Contract the following words and expressions shall have the meaning hereby ascribed to them， except where the context otherwise admits or requires：

　　“Banking⁶ Days” Shall mean days upon which Hong Kong clearing banks are customarily open for business.

　　“the Builder‘s Clarifications” Shall mean the documents so entitled forming part of this Contract and set out as Annexes⁷ hereto； （See also Item （2） of this Article.）

　　“Buyer‘s Representative（s）” Shall mean such persons notified from time to time by the Buyer as having authority to act for the Buyer， the extent of such authority being set out in the notice；

　　“Items of Buyer‘s supply” Shall mean any item of equipment and stores for the Yacht ordered by the Buyer direct from the manufacturer or the supplier， for incorporation⁹ in the Yacht by the Builder；

　　“Items of Builder‘s supply” Shall mean any item of equipment and stores for the Yacht ordered by the Builder direct from the manufacturer or the supplier， for incorporation in the Yacht；

　　“the Certifying¹⁰ / Survey Body” Shall mean the body responsible for the survey and certification of the yacht to the requirements of the buyer.

　　“the Contract” Shall mean （a） this Contract， and （b） the attached Annexes and schedule more particularly described below.

　　“the Contract Delivery Date” Shall mean no later than 30 June 2002；

　　“the Contract Master Programme” Shall mean the programme for construction of the Yacht， set out in Annex⁸ D；

　　“the Contract Price” Shall mean the price stipulated¹¹ in Article V for the Yacht， Yard Number 005；

　　“the Yacht” Shall mean the yacht the subject of this Contract and generally as described in Article II， with all the machinery¹²， apparatus¹³， outfit¹⁴， materials， and equipment appurtenant thereto， but excluding the items of Buyer‘s supply.

　　“the Boatyard” Shall mean AAA‘s Yacht Company， Xinhui， China.

　　“the Design Specifications¹⁵” Shall mean the specifications， designs， plans and drawings， set out in Schedule A， prepared and signed by the Buyer， identified as forming part of this Contract， and including such revised or supplemental specifications， plans and drawings as may subsequently be agreed between the Buyer and the Builder PROVIDED that （i） in the case of any inconsistency between any Article or paragraph of this Contract and the Design Specifications， this Contract shall prevail， （ii） in the case of any inconsistency between the Design Specifications and a plan or drawing， the Design Specification shall prevail， and （iii） in the case of any inconsistency between one plan or drawing and another plan or drawing， the later in date shall prevail；

　　"Schedule A" Shall mean the agreed schedule of drawings

　　“Annex A” Shall mean the list of materials， components¹⁶ and equipment defining a completed yacht；

　　"Annex B" Shall mean the agreed weld quality procedures

　　“Annex C” Shall mean the agreed Shot Blasting， Fairing， Painting and foaming¹⁸ Specifications

　　"Annex D“ Shall mean the agreed production schedule master program.

　　“Specified” Shall mean stipulated in the specifications and Annex A；

　　“Supplier” Shall mean any person， firm or company， which has entered into a contract with the Builder for the supply of materials， machinery， services or equipment （other than items of Buyer‘s supply） for the yacht；

　　The Index， Article and paragraph headings， are inserted for convenience only and shall not affect the construction of this Contract.

　　Words importing the singular shall include the plural²⁰ and vice¹⁹ versa.

　　2） List of Builder‘s clarifications， not covered in Annex A document：

　　“Cradles for Transport” The supply of a Cradle for shipment is excluded from this Contract.

　　“Dressing²¹/Stepping the Mast” The dressing and stepping of mast for the Yacht is included in the Builder‘s supply.

　　“Storage” The Builder will arrange secure storage ashore²² for the Yacht at the Boatyard between completion of build and handover at delivery.

　　“Fabrication” The Builder will supply steel in pre-cut form with a test certificate in accordance with the builder‘s production and quality plan.

　　“Welding” The Contract is based on NDT （non destructive testing） being conducted to the standards required by Det Norske Veritas class Rules for yacht and Small Craft， including 100% visual examination. Radiography will be completed where appropriate， at the Builder‘s cost.

　　All welding will be carried out in accordance with the quality plan and ISO weld procedures approved by the buyer‘s representative and will be in general accordance with Det Norske Veritas requirements.

　　“Shot Blasting” Shot Blasting of the Yacht will be in accordance with the agreed specification attached in Annex C.

　　“Insulation²³” The insulation of the Yacht will be in accordance with the agreed specification attached in Annex C.

　　“Fairing and Painting” The fairing and painting of the Yacht will be in accordance with the Coatings Specification attached in Annex C.

　　“Equipment” The responsibility for the supply of materials and equipment will be as defined and agreed in the Components List （Annex A） for the Yacht.

　　“Quality Plan Documentation” An agreed quality plan will be issued covering all aspects of the Yacht‘s construction， which will include：

　　a） Hull²⁴ & Deck Fabrication

　　b） Blast and Prime

　　c） Fair and Paint

　　d） Electrical and mechanical Engineering

　　e） Fit-Out

　　ARTICLE II – DESCRIPTION

　　1） The Yacht to be constructed under this Contract is a Motor Yacht of approximately 20.00 metres length overall designed by Thanos Condylis， as described in the specifications， with the following main particulars：

　　Approximate Dimensions

　　Length overall about 20.00 metres

　　Length on the water line about 18.03 metres

　　Beam （max） about 5.75 metres

　　Draft about 1.77 metres

　　2） A distinctive²⁵ yard Number shall be placed upon each Yacht and her materials and outfit， during construction. The Yard Number of the Yacht shall be KYC-005.

　　ARTICLE III – CONSTRUCTION， MATERIALS AND INSPECTION²⁶

　　1） The Yacht and her machinery， outfit， equipment， materials and workmanship shall be in accordance with this Contract and the Design Specifications.

　　2） In principle the builder will supply all material， components and equipment for the yacht as set out in Annexe A. Any additional material， components or equipment procured²⁷ by the builder will be billed to the buyer at delivered cost plus 15%. However the builder must notify the buyer in writing prior to procurement²⁸ of the cost and quantity of any items for which the builder intends to be billed to the buyers account.

　　3） In the event of any delay of delivery of material， components and equipment which are items of Buyer‘s supply， by the buyer resulting in delays to the production schedule set out in Annexe E， the contract delivery period may be extended by the amount of the delay. Provided always that the builder will use his best endeavours to minimise the delay so caused by re-scheduling work to utilise the material， components and equipment that have already been delivered to the builder.

　　4） If any specified materials are not available when required for incorporation on the Yacht， the Builder shall be at liberty to use other suitable materials in substitution therefore， subject to the approval of the Buyer， which approval shall not be unreasonably²⁹ withheld³⁰. Any adjustment to the Contract， Delivery Date or Design Specification resulting from such substitution shall be made in accordance with the provisions of Article IV.

　　5） During construction of the Yacht， the Builder will permit the Buyer‘s Representative to attend the tests specified in Article VIII and to have access to the Boatyard during ordinary working hours while work is proceeding³¹ on the Yacht. The builder must give reasonable notice of such tests to the Buyer’s Representative in writing. The Builder will use its reasonable endeavours to arrange for the Buyer‘s Representative to have access to the premises³² of the Builder's subcontractors for the purpose of inspecting materials and workmanship. If， during construction， the Buyer or his Representative alleges³³ any defect or omission³⁴ in the Yacht they shall， if required by the Builder， immediately specify³⁵ the same in writing. If the Builder agrees that there has been a defect the Builder will at its own cost， before delivery， rectify³⁶ the same.

　　6） The build will be subject to regular inspections³⁷ by the Buyer. Accommodation， meals and entertainment in China for the Buyer‘s staff that are paid for by the builder， will be invoiced³⁸ to the buyer at cost. The buyer will cover his own travel costs to and from the boatyard.

　　7） The Builder undertakes to provide a suitably qualified⁴⁰ （English speaking） Marine⁴¹ Engineer to act as a liaison⁴² person with the Buyer throughout the duration of this contract.

　　8） Where practical the Builder shall take and make available to the Buyer， digital photographic evidence of all construction， painting and fit out stages during the Yacht‘s build. Such digital information will be sent to the Buyer or the Buyer’s Representative by electronic means and at such frequency to allow the Buyer or the Buyer‘s representative to monitor the course of the Yacht’s build.

　　9） The materials， components and equipment for the Yacht （as detailed⁴³ and agreed on the Component¹⁷ Supply List in Annex A） that are the Builder‘s supply will be shipped to the Boatyard by the builder at his expense. Shipping⁴⁴ costs of Items of Buyer’s supply will be at the Buyer‘s cost together with associated export and import procedures， duties and insurance.

　　10） The Builder‘s premises shall have the necessary facilities and equipment to construct the Yacht to the agreed standards and specifications. The facilities and equipment will include shot blasting equipment， airless spray equipment， bolt welding capacitor， heavy duty pulse MIG welding equipment and environmental monitoring equipment capable of providing a record of temperature， humidity and dew point.

　　ARTICLE IV – MODIFICATIONS⁴⁵

　　1） At any time prior to Delivery of the Yacht the Buyer through the Buyers' Representative may request， in writing， modifications or additions to or deletions from the Design Specifications and Schedule A.

　　The Builder shall not be obliged to accede⁴⁷ to any request under this paragraph （1） unless：

　　i） It is reasonable and practicable for the Builder to do so having regard to the stage of construction which the Yacht has reached and to the Builder‘s Boatyard programme；

　　ii） The Parties shall first agree in writing in relation to such modifications， additions， or deletions：

　　（1） Any increase or decrease in the Contract Price and variation of the payment terms for the Yacht；

　　（2） Any extension of the Contract Delivery Date；

　　（3） Any alteration⁴⁸ of the terms of this Contract or the Design Specification or Annex A.

　　Provided that the Builder shall be entitled to continue production in accordance with the Design Specifications and Schedule A until agreement has been reached as provided in this sub-paragraph ii）。

　　2） The Builder shall not make changes in constructional details or materials of the Yacht without the agreement of the Buyer in writing.

　　ARTICLE V – PRICE AND TERMS OF PAYMENT

　　The Builder has agreed to complete the construction， outfit and delivery of the Yacht for the Buyer on the following terms.

　　1. The contract price for the yacht will be US$850，000 （Eight hundred and fifty thousand US dollars）

　　2. Payment of the firm price for the Yacht， shall， subject to paragraph 3） hereof be made in instalments from the Buyer to the Builder as follows：

　　Instalment Event

　　a） Initial deposit of US$127，500 （one hundred and twenty seven thousand five hundred） payable⁴⁹ on the signing hereof.

　　b） Upon arrival of all structural⁵⁰ building materials in the Boatyard， US$127，500 （one hundred and twenty seven thousand five hundred）

　　c） On satisfactory completion of the Yacht‘s structural steel work US$127，500 （one hundred and twenty seven thousand five hundred）

　　d） On satisfactory completion of the Yacht‘s interior painting and insulation stages， substantial completion of the Yacht’s interior furniture built off the Yacht， and at the start of fit out， US$127，500 （one hundred and twenty seven thousand five hundred）

　　e） On satisfactory completion of the Yacht‘s exterior⁵¹ painting stages， US$127，500 （one hundred and twenty seven thousand five hundred）。

　　f） On satisfactory installation of the Yacht‘s engines， generators⁵² and main engine room systems， together with installation of the fly bridge structure， US$127，500 （one hundred and twenty seven thousand five hundred）。

　　g） On delivery and final acceptance of the Yacht by the Buyer US$85，000 （Eighty five thousand）。

　　2） The Builder shall， by not less than fourteen days notice in writing， advise the Buyer of the date upon which each instalment of the Contract Price shall become payable.

　　（i） Subject to the Builder‘s compliance⁵³ with the notice provisions of the foregoing paragraph， each of the said instalments shall become due and payable upon the appropriate Instalment Event， subject to receipt by the Buyer of the Builder’s invoice³⁹ thereof， accompanied by a “Stage Certificate” Issued by the Builder certifying that the appropriate Instalment Event has taken place.

　　（ii） Prior to each Instalment Event， the Builder shall notify the Buyer， in writing， of the amount of any reduction in， or addition to， the Contract Price， in accordance with the terms of this Contract. The instalment due on the forthcoming Instalment Event shall be adjusted to take account of any such amendment⁵⁴ to the Contract Price.

　　4） The amount of each instalment of the Contract Price shall be paid direct to AAA‘s Yacht Company Limited， A/C number 0842-5094 at Citibank Hong Kong， （Routed via Citibank NY， ABA # 021000089， A/C Citibank HK， CHIPS UID 030339， Swift Code CITIHKHX） for the account of the Builder within fourteen Banking days of the due date for payment and if not so paid shall （without prejudice to any other rights of the Builder in respect of non-payment） bear interest from the due date until payment at HK Base Rate plus 4%.

　　5） In the event of the Builder issuing a Stage Certificate under （3） （i） and the Buyer considering that the Builder should not have issued the same because the Instalment Event shall not have been reached， or， if reached， that the work or materials executed or incorporated by the Builder in the Yacht was not in accordance with the requirements of this Contract or in accordance with good engineering practice then the Buyer may give a Counter Notice specifying⁵⁵ the matters by reason whereof the Buyer contends that the Stage Certificate should not have been issued， and thereupon if the Parties do not agree then the matter shall be referred for resolution to an arbitrator to be agreed by the Parties.

　　ARTICLE VI – PROPERTY

　　1） The Yacht as she is constructed， and all machinery and equipment and materials， whether wholly or partially⁵⁶ finished or unfinished， from time to time appropriated or intended for the Yacht in the Boatyard or elsewhere， shall be and remain the absolute property of the Buyer （and shall be at the risk of the Builder） and shall be within the ownership and disposition⁵⁷ of the Buyer. The builder shall， however， have a lien⁵⁸ upon the craft， machinery and equipment and materials for recovery of all sums due under the terms of this agreement or any variation or modification⁴⁶ thereof.

　　2） The builder will co-operate with and give all reasonable assistance to the buyer in relation to the measurement and registration⁵⁹ of the yacht.

　　ARTICLE VII – INSURANCE

　　1） During the period of construction under this Contract and until delivery of the Yacht in accordance with Article IX， the Yacht and all materials， machinery and equipment allocated⁶⁰ for the construction thereof and all items of Buyer‘s supply actually delivered to the Builder shall be at the risk of the Builder， who shall at its own expense keep the same insured for a sum not less than 110% of the aggregate⁶¹ sum of the contract price plus the value of the items of Buyer’s Supply with an approved insurer or insurers and in respect of and against all ordinary yacht building risks， being fire， storm， theft， flood， lightening， explosion， docking， undocking， launching， salvage⁶²， removal of wreck⁶³， strikes， civil commotion⁶⁴， malicious⁶⁵ damage， sabotage⁶⁶ and vandalism.

　　2） Buyers supply items will be delivered to the Builder at Xinhui port， at which point the risk for the items will pass to the Builder.

　　3） A certificate of insurance showing that the necessary cover is in place shall be delivered to the Buyer if so required.

　　4） In the event of an actual， constructive⁶⁷， compromised or arranged total loss of the Yacht prior to Delivery of the same to the Buyer， either the Buyer or the Builder shall be entitled to terminate this Contract by serving up on the Builder or the Buyer， as the case may be， written notice of termination， such notice to be dispatched within fourteen days of the date upon which the insurers accept that the Yacht has become an actual constructive， compromised or arranged total loss.

　　5） In the event of any loss or damage being sustained by the Yacht prior to delivery which does not constitute an actual， constructive， compromised or arranged total loss， the Builder shall repair and make good that loss or damage （hereinafter referred to as a ‘partial loss’） at the cost of the Builder and whether or not sufficient insurance funds may be available.

　　6） The proceeds of the insurance referred to in paragraph （1） of this Article shall be dealt with as follows：-

　　If the insurance proceeds are in respect of an actual or constructive or compromised or arranged total loss then they shall be applied⁶⁸ firstly in reimbursement⁶⁹ to the Buyer of the amount of all payments， if any， made by the Buyer to the Builder under this Contract and in reimbursement of the value of any items of Buyer‘s Supply and， secondly⁷⁰， in payment of any balance to the Builder.

　　7） Following Delivery of the Yacht， the Buyer shall accept all risk in the Yacht including all materials， machinery and equipment thereof， and the Buyer shall at its own expense be responsible for all insurance risks thereafter.

　　ARTICLE VIII – TESTS

　　1） Prior to delivery of the Yacht to the Buyer， the Builder shall carry out the tests provided for in the Quality Documentation， including but not limited to：

　　a） Noise and vibration⁷¹

　　b） Hose and pressure tests

　　c） Motoring trials within the confines of the West River.

　　2） The Builder shall give the Buyer reasonable written notice of the time and place at which each of the tests is to be carried out.

　　ARTICLE IX – DELIVERY

　　1） The Yacht shall be delivered to the Buyer by the Builder at a mutually agreed place in Hong Kong Harbour on or before the Contract Delivery Date， or as the said Contract Delivery Dates may have been extended in accordance with the provisions of Articles III or IV.

　　2） Provided that all instalments and other sums as set out and contained in Article V are fully⁷² paid then the Delivery of the Yacht shall be effected forthwith by the concurrent⁷³ signature by the Buyer and the Builder of a Certificate of Delivery and Acceptance acknowledging Delivery of the Yacht by the Builder and acceptance thereof by the Buyer provided that the signature thereof by the Buyer shall not operate as a waiver of any rights which the Buyer might otherwise have in respect of the Yacht.

　　3） Upon delivery， the risk in the Yacht delivered shall pass to the Buyer， it being expressly understood that， until Delivery is effected， the Yacht and their equipment are at the entire risk of the Builder.

　　4） The Buyer shall take possession of the Yacht immediately upon Delivery.

　　5） If the Builder is unable to tender the Yacht for Delivery within sixty days （‘the Period of Grace’） of the Contract Delivery Date， the Builder shall pay to the Buyer as agreed and liquidated⁷⁴ damages the sum of US$100 for each day the Yacht is not so tendered for the first thirty day period of delay after the period of grace， then US$250 for each subsequent day the Yacht is not so tendered and until satisfactory delivery is made.

　　6） If any items on the Yacht are incomplete when that Yacht is otherwise ready for delivery and the Buyer and the Builder agree that such items do not materially affect the operation of the Yacht nor are likely to cause damage or deterioration⁷⁵， then the Buyer will not unreasonably withhold⁷⁶ its consent to take Delivery of the Yacht subject to the right of the Buyer to have such items completed in a manner to be mutually agreed upon in writing between the Builder and the Buyer and at the cost of the Builder.

　　ARTICLE X – DEFAULT OF THE BUILDER

　　1） The Builder shall be in default and this Contract may be terminated by the Buyer by notice in writing to the Builder if at any time before Delivery of either Yacht： -

　　a） The Builder without just cause refuses to proceed with the construction of the Yacht；

　　b） An order is made or an effective resolution is passed for the winding⁷⁷ up of the Builder or a receiver or administrator⁷⁸ is appointed of the whole or any part of the undertaking⁷⁹ of the Builder or；

　　c） The Buyer is entitled to reject the yacht under Article III Sub Para 5 and if the builder does not rectify the defect or omission in a reasonable time.

　　d） It shall become apparent during the period allowed for construction of the Yacht that the Builder shall be two months in arrears⁸⁰ in relation to the Critical Build Chart （such arrears not being in respect of Force Majeure） in respect of the Yacht.

　　2） In the event of the Buyer terminating this Contract in accordance with paragraph （1） of this Article， the Buyer shall be entitled to take possession of the Yacht in its unfinished state and complete the same， or have the same completed， elsewhere at a mutually agreed cost. The costs incurred⁸¹ by the Buyer in completing the Yacht including all costs of transportation and insurance shall be deducted⁸² from the remaining instalments of the Contract Price. If the said costs shall exceed the amount of the remaining instalments of the Contract Price， the Builder shall pay the difference to the Buyer.

　　3） Upon the Buyer taking possession of the Yacht， in terms of the foregoing paragraph （a） the property and risk in the Yacht and all its materials， machinery， apparatus， outfit and equipment shall pass to the Buyer， and （b） save as provided in paragraph （2） all the obligations， duties and liabilities of each of the parties to the other， under this Contract， shall forthwith be completely discharged.

　　4） When any sum is payable by the Builder to the Buyer by way of liquidated damages pursuant to the provisions of this Contract， payment shall be made within fourteen days of Delivery （and not deducted from sums due to the Builder on Delivery） and shall be in full and final satisfaction of all claims on behalf of the Buyer in respect of the matters which gave rise to the payment， without prejudice， however， to any other claim of the Buyer in respect of matters other than delay.

　　5） Notice of termination by the Buyer shall be given in writing and shall be effective fourteen days after receipt by the Builder unless the Builder shall have then remedied the default.

　　ARTICLE XII – DEFAULT OF THE BUYER

　　（1） The Buyer shall be in default and this Contract may， at the discretion⁸³ of the Builder， be suspended in whole or in part， or terminated， by the Builder， by notice in writing to the Buyer， if： -

　　（a） The Buyer fails to pay any instalment of the Contract Price within seven banking days of its becoming due and payable in accordance with Article V； or

　　（b） The Buyer， without due cause， fails to accept the Yacht and pay all sums due on Delivery within seven days of the Yacht being tendered for Delivery in accordance with this Contract.

　　（c） The buyer fails to supply the materials， components and equipment in accordance with this contract the buyer having been notified in writing by the builder of the material， components or equipment which the buyer has failed to supply to the builder and

　　A） The buyer having responded in writing of the intention not to supply the same， or

　　B） The buyer having failed to make such supply within seven （7） days of receipt of such notice and

　　Such failure to supply or delay causes the builder actual direct delay or additional cost.

　　（2） If the Builder suspends the Contract， the period of suspension shall endure until： -

　　（a） The Buyer has remedied the default； or

　　（b） Notice of termination of the Contract is given by the Builder to the Buyer； or

　　（c） The Builder otherwise intimates to the Buyer that work under the Contract is to be resumed.

　　3） Notice of termination by the Builder under this Article shall be given by fax and confirmed in writing and shall be effective seven days after receipt thereof by the Buyer， whereupon the Builder shall （unless the Buyer shall have then remedied the default） be entitled to exercise the rights provided for in paragraph （5）。

　　4） The Builder shall be entitled to terminate this Contract forthwith， by notice given by fax and confirmed in writing， upon an order being made or an effective resolution being passed for the winding up of the Buyer （other than a members‘ voluntary winding up for the purpose of amalgamation⁸⁴ or reconstruction⁸⁵） or a receiver or administrator being appointed of the whole or part of the undertaking of the Buyer.

　　5） If the Builder shall terminate this Contract under this Article the Builder shall be entitled （in addition to interest as provided in Article V （4）） to the proved loss resulting from the Buyer‘s default. The Builder shall sell the Yacht by public auction⁸⁶， or tender， or private sale， at its discretion， and shall apply the proceeds of sale （after deducting⁸⁷ the expenses of sale including the cost of completing the Yacht for sale） together with any instalments of the Contract Price paid under Article V as follows： -

　　i） In satisfaction of the balance due to the Builder under this Contract； and

　　ii） In making over the balance， if any， to the Buyer.

　　ARTICLE XII – GUARANTEE

　　1） The Builder guarantees the Yacht and all parts and equipment thereof manufactured or furnished or supplied by the Builder or the Builder‘s supplier or subcontractor under this Contract （including installation by the Builder of items of Buyer’s supply） against all defects which are due to faulty workmanship， for a period of twelve months from the Date of Delivery of the Yacht to the Buyer （‘the Guarantee Period’）。 Such guarantee will not subsist⁸⁸， to the extent the defect directly results from a procedure specified or approved by the buyer and not faulty workmanship. The guarantee provided in this paragraph （‘the Builder’s Guarantee‘） is subject to the provisions of this Article.

　　2） The Buyer or its Representative shall notify the Builder in writing， within 30 days after discovery of any defect for which a claim is made under the Builder‘s guarantee. The Buyer’s written notice shall so far as possible include full details as to the nature of the defect and the extent of the damage caused thereby⁸⁹.

　　3） The Builder shall have no obligation under the Builder‘s Guarantee for any defects discovered prior to the date of expiry of the Guarantee Period unless the Builder receives notice of such defects not later than thirty days after such date of expiry. The Builder has no obligation in respect of defects discovered after the date of expiry of the Guarantee Period.

　　4） The Builder‘s Guarantee shall be limited to remedying at its expense （including any attributable dry-docking charges） any defect against which the Yacht or any part or equipment thereof is guaranteed hereunder by making all necessary repairs and replacements⁹⁰ in the Boatyard provided that if the Yacht cannot conveniently be brought to the Boatyard the Builder shall pay to the Buyer as full and final compensation the equivalent in United States dollars of the amount that the Builder would charge the Buyer on an arm’s length basis （including any attributable dry-docking charges） if the defects had been made good at the Boatyard， or the actual cost of repair， whichever is the lower.

　　ARTICLE XIII – PATENTS， TRADE MARKS， COPYRIGHTS

　　All documentation and drawings provided by the Buyer for the Builder shall remain the copyright of the Buyer. However for his own use in respect of and for the duration of this Contract only， the Builder has the permission of the Buyer to copy relevant documentation and drawings.

　　ARTICLE XIV – LAW

　　This Contract shall be construed⁹¹ and interpreted in accordance with the laws of Hong Kong and the Parties hereby submit to the exclusive jurisdiction⁹² of the Courts of the Hong Kong Special Economic Region of the Peoples Republic of China.

　　ARTICLE XV – ASSIGNMENT

　　Neither of the Parties hereto shall be entitled to assign or transfer or subcontract any of its rights or duties hereunder without the prior written consent of the other， provided that this Article shall not operate to prevent the Builder subcontracting the work.

　　ARTICLE XVI – COMMUNICATIONS

　　Unless expressly provided otherwise in this Contract， all notices and communications required to be given hereunder shall be in writing （which expression includes facsimile messages and email messages） and shall be addressed to the Buyer at： Ho Chi Minh City， Vietnam， Tel： +84-8-， fax： +84-8-， email KKK， and to the Builder at： ， Kowloon， Hong Kong， Tel： +852-2314-7304， Fax： +852-， email： KKK. Each party shall bear all the costs of its own communications.

　　ARTICLE XVII – WAIVER

　　Any waiver， or neglect， or forbearance by either Party to require or enforce any of the provisions of this Contract， at any time， shall not prejudice or affect any right of that party afterwards to act strictly⁹³ in accordance with the provisions herein contained.

　　ARTICLE XVIII – ENTIRE CONTRACT

　　This Contract constitutes the entire agreement between the Builder and the Buyer in relation to the construction and purchase of the Yacht and neither Party places any reliance whatsoever⁹⁴ on any representations， statements or understandings， whether oral or in writing， made prior to the date of execution of this Contract， other than those representations， agreements， statements and understandings expressly incorporated in this Contract.

　　ARTICLE XIX – DESIGN

　　The Buyer accepts that the Yacht， as constructed by the Builder according to the Design Specifications， will be fit for the purpose intended by the Buyer.

　　IN WITNESS WHEREOF the Parties hereto have subscribed⁹⁵ this Contract by their representatives duly authorised in that behalf，

　　……………………………………………………………。

　　for AAA‘S YACHT COMPANY （Signature and Date）

　　……………………………………………………………。

　　WITNESS （Print Name， Address and Date）

　　……………………………………………………………。

　　WITNESS （Signature and Date）

　　……………………………………………………………。

　　Mr. BBB CC

　　……………………………………………………………。

　　WITNESS （Print Name， Address and Date）

　　……………………………………………………………。

　　WITNESS （Signature and Date）

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