Article 16.docx

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ARTICLE: 16. CLAIMS

Any Claims under this Agreement, including demurrage, by either TIL or BAN SOK LEAPCONSTRUCTION C

LTD,, shall be communicated to other party in writing by post, fax, telex or email with full supporti

documents within thirty (30) days from the date of Bill of Lading with respect to such claim(s). If no su

notification is received within the said period, the claim shall bedeemed to have been waived.

The Claim(s) must be settled within one hundred and eighty (180) days from the date of Bill ofLading.

ARTICLE: 17. ASSIGNMENT

Neither TIL nor BAN SOK LEAP CONSTRUCTION Co., LTD,, shall have the right to assign its rights andobligati

under this agreement in whole or in part without prior consent of the party.

In the event of an assignment, the assignor shall be jointly and severally held responsible with the assign

for the full performance of its obligations towards the other party. These clauses will be firmed up a

finalized as part of Final Sale / Purchase Agreement.

ARTICLE: 18. LIABILITY

Expect as expressly provided in this Agreement, neither party shall be held liable in contract, tort orotherw

for prospective profits or for special, consequential or indirect losses or damages inrelation to performan

or failure to perform under this MOU in case of any disagreement withrespect to supply and agreement

pricing.

ARTICLE 19. NON-BINDING

This Memorandum of Understanding shall be legally binding on the Parties once the parties hereto agree

formalize this Memorandum with addendum on the commencement of dates and pricing to enforce t

intent of this document.

ARTICLE 20. FORCE MAJEURE

Neither Party hereto shall be liable to the other for any cost or otherwise, for any delay and/orfailure in t

performance of any or all of their respective obligations hereunder, except for the obligation of Owner

make payment for Services already provided by the Contractor, if such delayor failure is due to force majeu

which shall mean unforeseeable events or cause beyond reasonable control and without the fault

negligence of the Party in question and could not havebeen prevented or overcome by the exercise of d

diligence by the said Party and includes but arenot limited to occurrence of and consequences arising out


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acts of God or force of nature,unusual waves, acts of war or public enemy, riots, strikes or sabotage and A

and Regulations ofrespective government of the two Parties, namely Owner and the Contractor.

ARTICLE 21 GOVERNING LAW AND DISPUTE

This MOU shall be governed by and construed in all respects in accordance with the laws ofSingapore (NRegulation).

ARTICLE 22 ARBITRATION

The Parties agree to use their best endeavors and reasonable efforts to settle by way of direct and fra

negotiations any dispute, controversy or claim arising out of this MOU. failing an amicable settlement of t

dispute, controversy or claim, such dispute, controversy or claim shall he referred to and settled

arbitration in accordance with the Rules of Arbitration of the InternationalChamber of Commerce (the "ICC

in Singapore and any modification of re-enactment thereof which settlement shall be final and binding

both Parties.

ARTICLE: 23. TAXES AND CHARGES

As between parties, all taxes, duties, fees, harbor or termina, dues, docking and other Governmental

charges on the Vessel or barges at the Loading Port with respect to deliverieshereunder whether or not in

effect on the date of this Agreement but are imposed, with respect todeliveries hereunder, directly or

indirectly, prospectively by the Government (or anyinstrumentality or subdivision thereof) of the country

in which the product sold hereunder isproduced or delivered, shall be borne by TIL (Party B).

All taxes, duties, fees, harbor or terminal dues, docking and other Governmental charges on the Vessel

tugboats and at the Discharge Port including Customs overtime and consular fees if any, with respect

deliveries hereunder whether or not in effect on the date of Agreement but are imposed, with respect

deliveries hereunder, directly or indirectly, prospectively or retrospectively by the Government (or a

instrumentality or subdivision thereof) shall be borne byBAN SOK LEAP CONSTRUCTION Co., LTD.

Any tax or charge levied by the Local authority for transit loss during inter or intra harbor movement at

the Loading Port shall be for TIL's account and at the discharge Port shall be for BAN SOK LEAP

CONSTRUCTION Co., Ltd's account respectively.


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ARTICLE: 24. CONFIDENTIAIITY

Each party shall keep in strict confidence and ensure that its employees and agents shall keep in strict

confidence all commercial and/or technical information in relation to this Memorandum {the

"Confidential Information") and the future agreement and shall not disclose the same to any thirdparty

save and except where the prior consent of the other party has been obtained when anyparties deem it is

necessary for or except for the disclosures by any party to this agreement:

ARTICLE: 25, AMENDMENTS

This MOU shall be amended with commencement dates and agreed pricing if any by both parties withi

months. The agreement shall not be orally amended or modified and no amendment or modification shall

effective unless and until the amendment or modification is confirmed by anexchange of telex, fax, mail

e-mail and any such amendment or modification shall be, as soon as convenient, embodied in writing a

signed by both parties.

ARTICLE: 26, WAIVER

The rights of either Party to require strict performance of the Agreement shall not be affected byany previo

waiver by either Party with respect to breach of any condition, term or provision ofthis MOU which shall

converted into executable agreement.

ARTICLE 27. NOTICES

Unless otherwise specifically provided, all notices, declarations and other communications to be given h

under by either party to other shall be given in writing by post, telex, fax or e-mailwithin the required time a

shall have been delivered and received by post, telex, fax or e-mail atsuch Party's address as specified in t

attachment.

TIL : TITANICS INDIA LIMITED.

Plot Mo 6, Kavery Street,Gurusamy

Nagar, Sembakkani,Chennai-73

Ban Sok Leap

Construction Ltd,. : Ban Sok Leap Construction.,Co., Ltd,(BAN SOK LEAP

CONSTRUCTION Co., LTD,. ) represented by Madam Sok Vanna,

(Director) situated at No. 23B, 19 Village, SangkatBoeung Kok II,


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Khan Toul Kork, Phom Penh, Kingdom of Cambodia. Tel: 855-97

678 58 98. Email:bansokleapconstruction{5>Kmail.com. Passport

No :N1037718

CJ CD City : YUKIO SUZUKICAM JAP DEVELOPMENT CORPORATION

Any Party may change their address by serving ten (10) working days written notice to the otherParty.

Any notice may be delivered personally or by registered post, telex or facsimile transmission and shall

deemed to have been served if by personal delivery when delivered if by registered post 48 hours af

posting and if by telex of facsimile transmission when dispatched.

ARTICLE 28 ENTIRE AGREEMFNT

28.1 For the purposes of interpretation, the priority of the documents comprising the MOU shall be

accordance with the following sequence:

28.1.1

This MOU and any subsequent modifications, additions, or deletions to it as may bemutually

agreed;

28.1.2 Any attachment which is part of this MOU, and any subsequent modification,additions, or

deletions to it as may be mutually agreed

28.2 This MOU supersedes all prior agreements and commitments, whether oral or in writingbetween t

Parties concerning the subject matters thereof. The right of either party torequire strict performan

will not be affected by any previous waiver or course of dealing

28.3

TITANICS INDIA ltd will have the first choice of rejection, for future additional reclamation of

D2 (Diesel Oil) for this project.

IN WITNESS WHEREOF the Parties have caused this MOU to be executed by their duly authoriz

representatives:

For and on behalf of For and on behalf of For and on behalf of

Party "A" Party "B" Party "C"


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Dr. Jeyamohan Madam Sok Vanna

Director Director

Appendix

a) TITANICS INDIA Ltd BROCHURE

b) Diesel Specs Overview

Documents

Article 16.docx