Explanatory notes

The following notes provide a background to the thinking behind many of the provisions of the charter party and are provided as guiding notes to users:

Part I

Part II

• Clause 1 (Warranty)
• Clause 2 (Voyage)
• Clause 3 (Delay in giving Loading/Discharging Orders)
• Clause 4 (Presentation)
• Clause 5 (Laydays and Cancelling Date)
• Clause 6 (Notice of Readiness)
• Clause 7 (Laytime)
• Clause 8 (Commencement of Laytime)
• Clause 9 (Laytime/Demurrage Exceptions)
• Clause 10 (Cessation of Laytime/Demurrage)
• Clause 11 (Demurrage Payment(s))
• Clause 12 (Loading and Discharging)
• Clause 13 (Freight Payment)
• Clause 14 (Deadfreight and Seaworthy Trim)
• Clause 15 (Lien)
• Clause 16 (Dues, Wharfage, Taxes)
• Clause 17 (Shifting)
• Clause 18 (Lighterage)
• Clause 19 (Cargo Temperature)
• Clause 20 (Half Percent Loss)
• Clause 21 (Deviation)
• Clause 22 (BIMCO General Ice Clause for Voyage Charter Parties)
• Clause 23 (Agency)
• Clause 24 (Exceptions Clause)
• Clause 25 (Bills of Lading)
• Clause 26 (Protective Clauses)
• Clause 27 (Subletting/Assigning)
• Clause 28 (BIMCO ISPS/MTSA Clause for Voyage Charter Parties 2005)
• Clause 29 (BIMCO Dispute Resolution Clause)
• Clause 30 (BIMCO Notices Clause)
• Clause 31 (Charter Party Administration Clause (Optional))

 

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Part I

The Part I box-layout sheet that comes with GASVOY 2005 represents a fixture confirmation note. Although BIMCO recommends the use of Part I as the confirmation note, the charter party has been written in such a way that an alternative form of confirmation can be used if so required. Users, however, should be careful to check that the information contained in the confirmation note corresponds to the appropriate provisions in Part II of GASVOY 2005.

Particular note should be taken of Box L, which deals with the Charter Party Administration Clause (Clause 31 in Part II of GASVOY 2005). It is important to be aware that the Clause does NOT take effect unless the parties have expressly agreed to it either by ticking the appropriate box in Part I or by otherwise indicating its application in a similar form of confirmation note.

Part II

The second part of GASVOY 2005 consists of the main terms and conditions of the charter party.

Clause 1 (Warranty)

This clause stipulates that the owners are exercising due diligence to make the vessel seaworthy before and at the beginning of the loaded voyage and maintain the vessel’s class during the currency of the charter party. Particular reference is made to the need for the vessel’s cargo systems to be in good working order and condition.

Clause 2 (Voyage)

Clause 2 has been divided chronologically into 5 sub-clauses covering the individual parts of a voyage, i.e., sub-clause (a) deals with the owners’ pre-voyage obligations; sub-clause (b) deals with the charterers’ pre-voyage obligations; sub-clause (c) covers the obligation on the vessel to load the cargo stipulated in Part I; sub-clause (d) consists of two paragraphs, the first dealing with the owners’ voyage obligations and the second setting out that the charterers’ orders must be in accordance with Part I and be consistent with any bill(s) of lading issued. Furthermore, sub-clauses (a) and (d)(i) reflect the fact that in the gas trade loading/discharging operations may not always take place within the confines of a port. Consequently, reference has been made to “safe loading/discharging places”. Sub-clause (e) has been inserted to protect the owners from the possible consequences of the charterers changing discharging orders. If the charterers change orders, they must do so timely. Finally, sub-clause (f) clarifies that within the nominated port or place, the vessel is to load/discharge at a prescribed safe place, such as a berth, dock, or anchorage.

Clause 3 (Delay in giving Loading/Discharging Orders)

This Clause provides protection to the owners in case of charterers’ delay in giving loading or discharging orders. In the event of such delay, the charterers must reimburse the owners their expenses as well as pay compensation at the demurrage rate for the delay.

Clause 4 (Presentation)

Clause 4 stipulates that the vessel shall present at the loading port and satisfy the charterers’ inspector that the cargo systems are in conformity with the stipulations in Part I.

Furthermore, specific reference is made to Clause 6 (Notice of Readiness), to establish a working definition of the Vessel being “ready”.

Clause 5 (Laydays and Cancelling Date)

In line with the provisions of ASBATANKVOY, sub-clause (b) contains a time limit of 24 hours within which the charterers must declare whether or not they cancel the charter party if the vessel is not ready to load by the stipulated cancelling time/date.

Sub-clause (c) contains an Interpellation provision. The purpose of the “interpellation” provision is that a vessel delayed beyond the cancelling date should not have to proceed on a long ballast voyage towards the loading port not knowing whether or not the charterers will accept the vessel once it arrives. The “interpellation” provision in sub-clause (c) strikes a balance between the parties in this difficult situation in as much as the owners may avoid setting out on a long ballast voyage to no avail, whereas the charterers are, at the same time, entitled to declare whether or not they wish to cancel the charter party at a sufficiently early stage for them to seek an alternative vessel for the voyage.

It should be noted that the period within which the charterers must declare their option of cancelling the charter or agreeing a new cancelling date after the receipt of the owners’ notice is 48 hours (as applied at the charterers place of business).

Clause 6 (Notice of Readiness)

This Clause is, to a certain extent, based on ASBATANKVOY Clause 6 (Notice of Readiness) and permits notice of readiness to be tendered upon arrival at customary anchorage at each port or place of loading or discharge, consistent with Clause 2 (Voyage).

A well-known feature of ASBATANKVOY is the “reachable upon arrival” provision. However, because the effect of this provision may differ depending on the applicable law, thus leaving room for ambiguity, BIMCO has decided not to use the provision in GASVOY 2005.

GASVOY 2005 is intended to be a “port charter” and therefore, provided the vessel arrives at the customary anchorage, it will be able to tender Notice of Readiness. In order to protect the owners from situations where the vessel cannot tender notice of readiness because the customary anchorage is congested, unsafe or the port authorities deny access, a provision has been added that expressly allows Notice of Readiness to be tendered in such circumstances from a place as near as the vessel can safely get.

Clause 7 (Laytime)

The laytime provisions of GASVOY 2005 have been consolidated into a single clause to avoid users having to refer to various clauses to find all provisions relating to laytime.

Sub-clause (a) reflects that the agreed laytime is calculated in running hours and that it includes use of the cargo re-heater or booster pump, where available.

Sub-clause (b) deals with the eventuality of loading and discharging taking place at night time and consists of two provisions: the first, allowing charterers to load/discharge during night, and the second, providing that time lost due to any restriction on night time operations shall still count as laytime.

Finally, sub-clause (c) provides that any discharge rates expressed in the charter party is stated for the purpose of laytime calculations only and should not be taken as the Owners making any guarantee that the Vessel can discharge at that rate.

Clause 8 (Commencement of Laytime)

Sub-clause (a) is based on the second part of ASBATANKVOY Clause 6 and stipulates that laytime will commence either six hours after the tendering of NOR or immediately upon completion of mooring at the place stipulated in Clause 2 (Voyage), whichever first occurs.

However, if the charterers decide to take the vessel before the first layday, sub-clause (b) provides that laytime will start from the commencement of loading and not from mooring - as otherwise any delays after mooring but before loading could be credited to waiting time at the discharging port, which would not be fair to the owners.

Clause 9 (Laytime/Demurrage Exceptions)

Clause 9 contains a list of exceptions to when laytime does not count. The key elements of the provision are drawn from the Emerald Clauses and the CONOCO Weather Clause.

Sub-clause (a)(i) prescribes that time spent moving from the waiting place to the first loading/discharging place will not count as laytime or demurrage.

In sub-clause (c), provision has been made for dealing with delays due to weather conditions by incorporating the CONOCO Weather Clause, which stipulates a reasonable 50/50 split of time.

Sub-clause (d) covers the situation where the vessel tenders NOR but is in fact found not to be ready, in which instance time stops counting until the vessel is ready.

Finally, sub-clause (e) deals with the strikes or lockouts or other named events preventing or delaying the vessel from, e.g., entering the port or place of loading or discharging or from loading or discharging the cargo. In such event, half demurrage accrues at loading and discharging ports during the delay.

Clause 10 (Cessation of Laytime/Demurrage)

This Clause is straight-forward and provides that time stops counting when hoses/connections have been disconnected or when cargo documents have been received on board, whichever is the later.

Clause 11 (Demurrage Payment(s))

The third paragraph of this Clause deals with cases where the Charterers withhold payment of demurrage. The wording obliges the Charterers to pay at least the undisputed demurrage promptly.

The final paragraph contains a 90-days’ demurrage time bar provision. The owners must present their demurrage claim within 90 days of completion of discharge failing which a claim will be considered null and void.

Clause 12 (Loading and Discharging)

The first paragraph of this Clause makes specific provision for when delivery is deemed to have taken place.

The second paragraph permits the connection or disconnection of hoses to be undertaken by the owners at the charterers’ request.

Clause 13 (Freight Payment)

This provides an option of either paying freight on breaking bulk or on delivery - the default position being on delivery. The second payment option would be the method most commonly used with the first method being reserved primarily for trading partners that are not well-known to the owners.

Clause 14 (Deadfreight and Seaworthy Trim)

Sub-clause (a) is a straight-forward deadfreight clause. Deadfreight is calculated on the difference between the bill of lading quantity and the maximum cargo quantity as per Part I.

Sub-clause (b) states that the charterers are responsible for the seaworthy trim not only between berths but during the sea voyage as well. To maintain focus on safety, it is considered essential that the charterers are kept in the picture throughout the voyage.

Clause 15 (Lien)

The wording of this Clause is identical to GENCON 1994 Clause 8 (Lien) and reflects current commercial practice nowadays.

Clause 16 (Dues, Wharfage, Taxes)

This sets out a formula for the apportionment between the parties of dues and other charges levied against the vessel and the cargo.

Clause 17 (Shifting)

The wording of this Clause applies the usual standard of the trade.

Clause 18 (Lighterage)

In response to common practice in the industry, particular focus has been placed on safety and the exercise of the Master’s discretion. Due to past experience with the quality of the vessels being used for lighterage, wording has been introduced to protect the owners in connection with lighterage operations.

Clause 19 (Cargo Temperature)

This Clause provides for the charterers supplying, and the vessel discharging, the cargo at the temperature and pressure indicated in Part I, which will usually mean “fully ref”.

Clause 20 (Half Percent Loss)

The first paragraph of Clause 20 makes it clear that the owners are only liable for loss or shortage for that part of the loss or shortage that exceeds half of one percent of the bill of lading quantity.

The second paragraph limits the owners’ liability for loss or shortage to the charterers’ FOB figure plus freight (if paid), where the charterers are the owners of the cargo. Where the cargo owner (cargo receiver) is not the charterer the charterers have to indemnify the owners for the difference between the FOB price and the market value. This method is designed to prevent a double claim. It should be noted that the indemnity is implied rather than express.

Clause 21 (Deviation)

This clause contains the usual liberties which form part of the voyage.

Clause 22 (BIMCO General Ice Clause for Voyage Charter Parties)

This clause is the BIMCO General Ice Clause for Voyage Charter Parties, adopted by the Documentary Committee in November 2004.

Clause 23 (Agency)

It is common in the gas trade for the owners to appoint agents at loading and discharging ports, which has been reflected in this Clause.

Clause 24 (Exceptions Clause)

Sub-clause (c) introduces a concept new to a BIMCO form by extending the protection afforded to the owners as from the date of the charter party, which will cover events that happen before or during the approach voyage. The extension of the exceptions provisions to cover before and during the approach voyage is, however, known to have been accepted in practice in the gas trade.

Clause 25 (Bills of Lading)

This Clause is standard and provides owners an express indemnity against liabilities that arise from signing bills of lading as presented on more onerous terms than those assumed under the charter party.

Clause 26 (Protective Clauses)

To enhance consistency between BIMCO standard charter parties, a group of clauses named “Protective Clauses” have been included. The Protective Clauses consist of:

(a) BIMCO General Clause Paramount
This is the BIMCO General Clause Paramount.

(b) Both to Blame Collision Clause
This is the standard Both to Blame Collision Clause.

(c) General Average and New Jason Clause
This is the standard General Average and New Jason Clause.

(d) War Risks (VOYWAR 2004)
Sub-clause (d) incorporates BIMCO’s VOYWAR 2004, adopted by the Documentary Committee in November 2004. The clause makes reference to, inter alia, acts of terrorism.

Clause 27 (Subletting/Assigning)

This provision, which is common in the trade, has been taken over from the original GASVOY Gas Voyage Charter Party, issued in 1972.

Clause 28 (BIMCO ISPS/MTSA Clause for Voyage Charter Parties 2005)

This clause is the BIMCO ISPS/MTSA Clause for Voyage Charter Parties 2005, adopted by the Documentary Committee in May 2005.

Clause 29 (BIMCO Dispute Resolution Clause)

This clause, previously the “Law and Arbitration Clause”, is the latest edition of BIMCO’s standard suite of dispute resolution provisions. In addition to BIMCO’s Law and Arbitration Clause 1998, the provision incorporates a mediation clause. The mediation provision is designed to function in conjunction with the chosen arbitration option, whether that is English law, London arbitration; US law, New York arbitration; or law and arbitration as agreed. Mediation is a technique that is recognised as offering savings in costs and time over traditional methods of dispute resolution for certain types of disputes. BIMCO’s mediation provision is only triggered once arbitration proceedings have commenced and then runs in parallel with those proceedings, if the parties so choose. This has been done to ensure that one party cannot invoke mediation as a delaying tactic. It also provides for the parties to mediate on all or just some of the issues being arbitrated.

Clause 30 (BIMCO Notices Clause)

This is a standard BIMCO clause dealing with the methods to be used for writing and sending notices.

Clause 31 (Charter Party Administration Clause (Optional))

A Charter Party Administration Clause has been added, the purpose of which is to avoid the parties having to draw up a complete charter party. This is a common feature in the gas trade and its inclusion gives greater flexibility to the form and adds appeal to users.

The Clause is an optional provision that does not apply unless the parties specifically agree to its application in the fixing confirmation (which can be the BIMCO GASVOY 2005 Part I or similar form). It is left to the parties to ensure that if the actual Part I is not used then any alternative recap corresponds to the cross-references in Part II.

The second sentence of the Charter Party Administration Clause states that the fixing confirmation should include details of the terms and changes, additions and deletions - this is to avoid the note being no more than a simple confirmation.