Agreement to build a steamship

AN AGREEMENT made at ……….the  ……….day of  20.... BETWEEN M/s. X Y & Co. Ltd., a Company incorporated under the Companies Act, 1956 and having its registered office at ..................hereinafter referred to as ship‑builders of the ONE PART and M/s. A B  Shipping Co. Ltd., a Company incorporated under the Companies Act, 1956 and having its registered office at 	hereinafter referred to as shipping company of the OTHER PART.
 
WHEREAS the ship‑builders have agreed to build a ship for the	shipping company on the terms and conditions hereinafter appearing.
 
NOW IT IS HEREBY MUTUALLY AGREED BETWEEN THE PARTIES HERETO AS FOLLOWS:
 
(1) The Ship‑builders shall build the ship of the best material and workmanship, the hull engines and boiler of one steel screw steamship in accordance with the specifications and the class and steamship described in the Schedule hereunder for the Shipping Company for the sum of Rs . ………. (Rupees  ……….only), which will be paid as follows:
 
On the Execution of this Agreement		Rs . ……….
When the Vessel is framed and machinery
proportionately advanced 			Rs . ……….
When the Vessel is plated			Rs . ……….
When the Vessel is launched			Rs . ……….
When the Vessel is completed and run its
satisfactory trial trip 				Rs . ……….

(2) The Vessel and the machinery shall be delivered ready for sea at  ……….on the day of  ……….20 ……….The time will be essence of the contract and the Ship‑builders shall pay the Shipping Company the sum of Rs . ……….per day as liquidated damages for any delay beyond the date of delivery.

 
 
(3) The Ship‑builders will allow the inspection to the Shipping company's representatives and/or Surveyor's or any person appointed by the Shipping Company during the time of building of the ship, who  shall at all times during working hours have free access to the premises where the Vessel and machinery are being built.

(4) The Vessel, as she is constructed and all the materials intended for the ship whether in the building yard, workshop, river or elsewhere will become the property of the Shipping Company. However, the Ship builders will have a lien on the Vessel and materials for their unpaid  purchase money.
 
(5) If the Ship‑builders make default in proceeding with the construction of the Vessel, the Shipping Company may take possession of the Vessel in the State in which the Vessel is and all the materials	intended for her and to complete the vessel and for that purpose the Shipping Company may enter into contract with other ship builders and to use the yard, workshop, machinery and tools of the Ship‑builders and the cost incurred by the exercise or any of these powers shall be deducted from the purchase money to be paid to Ship‑builders then unpaid and if the said amount is not sufficient, the Ship‑builders will pay the balance amount to the Shipping Company within a period of fifteen days from the date of service of the notice by the Shipping Company.
 
(6) Until the construction of the Vessel, the Vessel shall be at the  risk of the Ship‑builders and until then the Ship‑builders will keep the ship insured for an amount equal to the purchase money then paid.
 
(7) The Shipping Company may require the Ship‑builders to make any alterations or addition in the Vessel, her engines or boilers, provided it does so in writing and on such alteration, the purchase money shall be increased or decreased.
 
(8) The ship, her engines and boilers shall be built in accordance with the specifications referred to in clause 1, with best materials and workman and on its completion, the ship when completed in all respects and on registration with Registrar of Ports  taken out for a trial trip and for adjustment of compasses. The expenses of trial trip shall be shared by the parties in equal shares.
 
(9) If the Shipping Company defaults in making payment of any instalment for fourteen days, the Ship‑builders shall be entitled to  nterest thereon @ ……….% per month and shall be at liberty to sell the ship as she may then lie or may complete and sell her after her completion and any loss on such resale shall be compensated by the Shipping Company
 
(10) If the Shipping Company discovers any defective workmanship or material in the hull machinery or boiler of the ship within a period of months after the trial trip, fair wear and tear excepted, it shall give a notice in writing to Ship‑builders and the Ship‑builders shall repair and make good the same within a period of fifteen days from the date of receipt of notice. If the Ship‑builders do not repair and make good the said defects within the stipulated period, the Shipping Company shall be at liberty to get the defect repaired and make good and recover the expenses incurred by them in so doing from the Ship builders.
 
(11) Any difference or dispute between the parties arising during or after the construction of the ship relating to the rights and obligations of by either party hereunder shall be referred to arbitration of a single arbitrator to be agreed upon by the parties hereto. Reference of any dispute to an arbitration under this Agreement shall be deemed to be a reference to arbitration within the Arbitration and Conciliation Act, 1996 or any statutory modification for the time being in force. 
 
(12) This Agreement shall be executed in duplicate. The original	shall be retained by the Shipping Company and the duplicate by the Ship‑builders.
 
(13) The stamp duty and all other expenses of this Agreement and duplicate thereof shall be borne and paid by the Shipping Company.
 
(14) The marginal notes and the catch lines hereto are meant only for convenience of references and shall not in any way be taken into account in the interpretation of these presents.
 
IN WITNESS WHEREOF the Ship‑builders and the Shipping Company have caused their respective common seals to be hereunto affixed the day and year first hereinabove written.
 
The Schedule above referred to
 
WITNESSES	The common seal of the within named Ship‑builders X Y & Co. Ltd. was hereunto affixed pursuant to the
	
1.	Resolution of its Board of Directors passed on the...................	day 	of 	20  ……….in the presence of Shri ……….a 	Director of the Company, who has signed in token thereof
 
2.	The common seal of the within named Shipping Company A B Shipping Co. Ltd. was hereunto affixed pursuant to the Resolution of its Board of Directors passed on the 	of  ……….20  ……….in the presence of S/Shri  ……….and ……….the Directors of the Company, who have signed in token thereof