Time Charter Party Terms and Conditions
These Time Charter Party Terms and Conditions (hereinafter referred to as these"T&C") shall apply to the time charter party agreement (hereinafter referred to asthe "Agreement") concluded between NOT A HOTEL Inc. (hereinafter referred to as
the "Company") and the charterer (hereinafter referred to as the "Charterer").
Matters not stipulated in these T&C shall be governed by laws and regulations or generally established customs.
Article 1. (Purpose)
The Company shall let to the Charterer, and the Charterer shall hire from the Company, the vessel managed by the Company (hereinafter referred to as the"Vessel"), provided with a qualified captain and crew members (hereinafter referredto as the "Crew"), subject to the terms and conditions set forth in these T&C (Time Charter).
Article 2. (Application and Formation of the Agreement)
Any person who intends to apply for the Agreement based on these T&C shall provide the following information to the Company. Applications shall be limited to the methods and timing designated by the Company:
(1)Name and address of the Charterer The target Vessel
(2)Charter period
(3)Place of delivery and redelivery
(4)Charter hire and other fees (based on the guidance and estimates provided by the Company)
(5)Other matters deemed necessary by the Company
The Agreement shall be deemed formed when the Company provides its acceptance of the application in the prescribed manner.
Article 3. (Charter Period)
The charter period under the Agreement may be subject to change due to the
Charterer's operational instructions, weather, sea conditions, or other unavoidable
circumstances.
Article 4. (Charter Hire and Fees)
The Charterer shall pay the charter hire and other fees under the Agreement to the Company by the date designated by the Company.
The charter hire mentioned in the preceding paragraph shall include the usage fee of the Vessel, Crew expenses, hull insurance premiums, ordinary maintenance and management costs, and service fees for food and beveragesas separately stipulated by the Company.
The Charterer shall pay the amount invoiced by the Company for fuel costs incurred during the charter period by the date designated by the Company.
Article 5. (Obligations of the Company)
The Company shall, at its own expense and responsibility, undertake the following obligations
(1)To maintain the Vessel in a seaworthy condition at the commencement of the charter period.
(2)To man the Vessel with Crew members who possess the qualifications and skills necessary for the operation of the
Vessel and to bear their wages.
(3)To maintain, repair, and replenish the Vessel's equipment and consumables during the charter period to ensure it
remains in a navigable condition at all times.
(4)To maintain hull insurance, protection and indemnity (P&I) insurance,and other necessary insurance for the Vessel.
The Company may entrust all or part of its obligations under the Agreementto an operator appointed by the Company.
Article 6. (Rights and Obligations of the Charterer)
The Charterer shall have the right to determine the operation of the Vessel(selection of routes, ports of call, anchorages, purpose of use, etc.) within the scope of the purpose of the Agreement and to give necessary instructions to the captain.
In giving the instructions mentioned in the preceding paragraph, the Charterer shall give due consideration to the safety of the Vessel and the Crew and shall comply with all applicable laws and regulations.
The Charterer acknowledges that the captain has the authority to refuse or request changes to the Charterer's instructions if the captain reasonably determines that such instructions are inappropriate from the standpoint of the Vessel's navigational safety (e.g., avoiding bad weather or dangerouswaters) or compliance with laws and regulations.
The Charterer shall not use the Vessel for any illegal purpose, purposes contrary to public order and morals, or any other purposes deemed inappropriate by the Company.
Article 7. (Subject of Operation and Responsibility)
The Company and the Charterer confirm that the Agreement does not constitute an "undertaking of carriage" by the Company for the Charterer, but is a "Time Charter Agreement" for the Charterer to utilize the Vessel at their own discretion and responsibility.
The navigation of the Vessel, the operation of the engines, and other technical management of the Vessel's voyage shall be conducted under the professional discretion and responsibility of the Company (or the appointed captain).
The Charterer, as the subject of the operation, shall be liable for all events (including damage to third parties, damage to the Charterer or their companions, or damage to the Vessel) arising from the operational instructions given by the Charterer pursuant to Article 6, Paragraph 1, and the Charterer's use of the Vessel. However, this shall not apply if the event is solely attributable to gross negligence in navigation by the Company or the Crew.
The Company shall not be liable to the Charterer in the event that the Vessel cannot be operated in accordance with the Charterer's instructions due to weather, sea conditions, other force majeure, or decisions made by the captain to ensure the safety of the Vessel.
Article 8. (Damages)
If the Vessel, its equipment, the Company, the Crew, or any other third party suffers damage due to the willful intent or negligence of the Charterer (or the Charterer's companions), the Charterer shall be liable to compensate the Company for such damage.
Article 9. (Termination of Agreement)
If the Charterer violates any provision of the Agreement, the Company may immediately terminate the Agreement and cease the operation of the Vessel without any prior notice.
Article 10. (Exclusion of Anti-Social Forces)
The Charterer represents and warrants the following to the Company:
(1) That the Charterer is not an Anti-Social Force
(2)That the Charterer does not have any of the following relationships with Anti-Social Forces:
a. A relationship in which Anti-Social Forces are deemed to be utilized for the purpose of seeking illicit gain for oneself or a
third party, or for the purpose of causing damage to a third party.
b. A relationship in which the Charterer is deemed to be involved in the maintenance or operation of Anti-Social Forces by providing funds or convenience.
(3) That its officers (directors, executive officers, corporate auditors, advisors, chairmen, or any other persons who
substantially participate in management, regardless of their title) are not Anti-Social Forces and do not have any socially
condemnable relationship with Anti-Social Forces.
(4) That the Charterer is not entering into the Agreement by allowing Anti-Social Forces to use its name.
(5) That the Charterer will not, by itself or through a third party, engage in any of the following acts in connection with the
Agreement:
a. Violent demands.
b. Unreasonable demands exceeding legal responsibility.
c. Threatening behavior or use of violence in connection with transactions.
d. Spreading rumors, using fraudulent means or force to obstruct the other party's business, or damaging the other
party's credibility.
e. Other acts similar to the preceding items.
The Company may terminate the Agreement without any prior notice if theCharterer falls under any of the following:
a. If it is discovered that the Charterer made representations contrary to the warranties in items (1) through (3) of the
preceding paragraph.
b. If it is discovered that the Charterer entered into the Agreement contrary to the warranty in item (4) of the
preceding paragraph.
c. If the Charterer engages in an act contrary to the warranty in item (5) of the preceding paragraph.
Article 11. (Governing Law and Jurisdiction)
The Agreement shall be governed by the laws of Japan. Any disputes arising in connection with the Agreement shall be subject to the exclusive jurisdiction of the Tokyo District Court as the court of first instance.
Article 12. (Amendment of these T&C)
1. These T&C constitute "Standard Terms and Conditions" under the Civil Code of Japan. The Company may amend any
provision of these T&C in accordance with the provisions of the Civil Code if such amendment conforms to the general
interests of customers or if there are reasonable grounds for such amendment.
2. Any amendment to these T&C shall be applied from the effective date specified at the time of posting the content of the
amended T&C on the Company's prescribed website.
JP：定期傭船契約約款