لایب سان

Ebook details:
عنوان: The Law of Shipbuilding Contracts (Lloyd's Shipping Law Library)
نویسنده: Curtis, Simon, Gaunt, Ian, Cecil, William
ناشر: Informa Law from Routledge; 5 edition (May 20, 2020)
زبان: English
شابک: 1138370169, 978-1138370166

9780429766169, 0429766165
حجم: 10 Mb
فرمت: Converted Pdf

Cover Half Title Series Page Title Page Copyright Page Table of Contents Foreword Preface Table of cases Table of statutes Table of statutory instruments Table of conventions and international instruments Table of regulations and directives PART 1—THE NATURE OF THE SHIPBUILDING CONTRACT The 1979 Act PART 2—THE FORMATION OF THE SHIPBUILDING CONTRACT Formal requirements Shipbuilding practice: negotiation of the contract and specifications Inception of the project Invitations to tender Initial negotiations Letters of intent Bridging contracts Final negotiations Standard forms of contract The SAJ Form Other contract forms Date of the contract PART 3—STANDARD TERMS The Preamble Allocation of the design risk Where the design risk is addressed Where the design risk is not addressed “Design life” issues The standard forms Plan and drawing approvals Article I—Description and class Hull number Compliance with principal plans and drawings Dimensions and characteristics Performance guarantees Classification and other regulatory requirements (i) Classification requirements (ii) Regulatory requirements (a) Safety requirements (b) Environmental requirements (iii) Disputes Quality standards and quality assurance Subcontracting Direct payments to subcontractors Registration Article II—Contract price and terms of payment Financing the newbuilding (1) Financing for the builder The buyer’s instalments Additional financing (2) Financing for the buyer (a) Builder’s credits (b) Buyer’s credits (c) Leasing structures (3) Subsidies The OECD framework Contract subsidy provisions Terms of payment (a) Bank charges (b) Currency (c) Timing (d) Security for payment (e) Prepayments (f) Rights of set-off and deduction (g) Common law rights of abatement Method of payment Buyer’s allowances Price renegotiations Article III—Adjustment of contract price Liquidated damages (i) Delay in delivery (a) The accrual of the buyer’s rights (b) The level of liquidated damages (c) The buyer’s right to rescind for excessive delay (d) Repudiation of the contract (e) The builder’s bonus (ii) Insufficiency of speed (iii) Excessive fuel consumption (iv) Inadequate deadweight capacity (v) Other deficiencies Settlement of the builder’s liability in liquidated damages Liquidated damages and rescission “Caps” on liquidated damages Article IV—Approval of plans and drawings and inspection during construction Approval of plans and drawings Inspection by buyer’s representatives Duty to co-operate Obligation to notify defects Liability for the buyer’s representatives Unsuitability of the buyer’s representatives Article V—Modifications Buyer’s modifications “Class” modifications Builder’s modifications Disputes Variation procedures Offshore contracts Deceleration and acceleration of the work Article VI—Trials Notice of the trials The conduct of the trials (i) Location (ii) Weather conditions (iii) Crewing and navigation (iv) Provisioning Completion of the trials: the meaning of “acceptance” Method of acceptance or rejection Presentation of the trial results The buyer’s election Acceptance of the vessel Rejection of the vessel When is the vessel deliverable? A. General principles Conditions, “innominate” terms and warranties Principles of construction The right to reject goods on quality grounds B. The application of the general principles (i) Where the statutory implied terms are excluded by the terms of the contract (ii) Where the statutory implied terms are not excluded by the terms of the contract The effect of rejection (a) Lawful rejection (b) Unlawful rejection Offshore contracts Article VII—Delivery Delivery of the vessel The place of delivery The time of delivery Early delivery The vessel’s condition on delivery Delivery documentation (a) The Protocol of delivery and acceptance (the “Protocol”) (b) Other documentation Title to the vessel (a) The effect of the lex situs (b) The effect of English law (i) No express provision in the contract (ii) Title passing upon delivery and acceptance (iii) Title passing prior to delivery and acceptance (c) The builder’s lien Risks of loss or damage “Deemed” delivery Removal of the vessel from the shipyard Article VIII—Delays and extensions of time for delivery (force majeure) Force majeure: general principles Causation (i) The effects of a prior breach (ii) “Concurrent” delays Delaying events (a) Force majeure events (i) “Acts of God” (ii) “Acts of princes or rulers; requirements of government authorities” (iii) “War or other hostilities or preparations therefor” (iv) “Strikes, lockouts or other labour disturbances” (v) “Labour shortage” (vi) “Explosions” (vii) “Shortage of materials, machinery or equipment … delays in delivery etc.” (viii) “Defects in materials, machinery or equipment which could not have been detected by the builder using reasonable care” (ix) “Delays in the builder’s other commitments … which in turn delay construction of the vessel” (x) “Other causes or accidents beyond the control of the builder, its subcontractors of suppliers … whether or not indicated by the foregoing words” (b) Other delaying events (c) The “prevention principle” (d) The impact of delaying events (e) The requirement of notice (f) Permissible delays (g) Excessive delay (i) Rescission for excessive force majeure delay (ii) Rescission by reference to a “drop dead” date Frustration Article IX—Warranty of quality The nature of the builder’s warranty Limitations upon the builder’s warranty Defects identified at delivery Time limits Loss of use Replaced parts Subcontractors’ warranties Damage caused to the vessel The requirement of notice The obligation to remedy To whom is the builder’s obligation owed? Exclusions (a) Express terms of the contract (b) Consequential or special losses (c) Circumstances outside the builder’s control (d) Implied terms of the contract The Unfair Contract Terms Act 1977 The test of reasonableness The guarantee engineer Article X—Rescission by buyer The buyer’s right to rescind (i) Delay in delivery (ii) Technical deficiencies in the vessel (iii) “Financial” defaults (iv) Total loss of the vessel (v) Other defaults Loss of the right to rescind The effect of the buyer’s rescission The builder’s obligation to refund Buyer’s supplies Title to the vessel Rights to complete the contract works The buyer’s common law remedies Acceptance of the builder’s repudiatory breach Specific performance Article XI—Buyer’s default The definition of default Notice of default The effect of default The effect of rescission by the builder Prepaid instalments Instalments due but unpaid Future instalments Buyer’s supplies Sale of the vessel Common law remedies Article XII—Insurance The duty to insure The Japanese builder’s risks insurance clause The ILU clauses for builder’s risks The Nordic Marine Insurance Plan Latent defects Buyer’s supplies Assignment Partial losses Total loss Delayed delivery/cancellation insurances Article XIII—Dispute and arbitration Standard form arbitration provisions The SAJ Form The NEWBUILDCON Form Technical and non-technical arbitrations Technical disputes Non-technical disputes Arbitration proceedings in London The constitution of the arbitration tribunal Jurisdiction and separability of the arbitration agreement The proceedings Appeals Agreements to waive the right to appeal Back-to-back contracts Other standard provisions Enforcement of arbitration awards Judicial proceedings Parallel proceedings and anti-suit injunctions Alternative Dispute Resolution Article XIV—Right of assignment General principles relating to assignment 1. Benefits 2. Burdens 3. Conditional assignments 4. Prohibitions upon assignment 5. “Consent not to be unreasonably withheld” The Contract (Rights of Third Parties) Act 1999 Shipbuilding Contract Assignments The standard forms Novation Article XV—Taxes and duties Article XVI—Patents, trademarks, copyrights etc. Property in plans, drawings, etc. Article XVII—Buyer’s supplies Offshore construction contracts Article XVIII—Notice Article XIX—Effective date of contract Conditions precedent and subsequent Conditions and contractual obligations Conditions precedent and subsequent in shipbuilding contracts Reliance upon effective date provisions Waiver of conditions Article XX—Interpretation Applicable law Express choice of law No express choice of law Discrepancies Entire agreement clauses “Non-reliance” provisions Express exclusions of liability for misrepresentation General principles of interpretation applicable to shipbuilding contracts Article XXI—Sundry provisions Guarantee Other typical shipbuilding contract terms I. Suspension of the work II. Termination for the buyer’s convenience III. Environmental protection IV. Anti-bribery and corruption V. Confidentiality VI. Exclusions and limitations of liability PART 4—AGREEMENTS ANCILLARY TO THE SHIPBUILDING CONTRACT I. The specifications II. Guarantees issued on behalf of the builder Refund guarantees Performance guarantees Completion bonds The enforceability of the builder’s guarantees (a) The Statute of Frauds 1677 (b) Other formalities (c) The requirement of disclosure (d) The effect of variations to and breaches of the underlying contract Legal proceedings to prevent payment III. Guarantees issued on behalf of the buyer Pre-delivery guarantees Post-delivery guarantees IV. Letters of comfort V. Contract and refund guarantee assignments VI. Option agreements PART 5—SHIP CONVERSION CONTRACTS I. The distinctive features of the conversion project II. The nature of the conversion contract III. The key terms of the conversion contract The scope of the works Price Buyer’s security Time-frame Force majeure Title to the works Risk of loss and insurance Contractor’s warranty Cancellation APPENDIX A BIMCO STANDARD NEWBUILDING CONTRACT (NEWBUILDCON FORM) APPENDIX B INSTITUTE CLAUSES FOR BUILDERS’ RISKS Index

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