Mustervertrag
Medical concession agreement
between
represented
by.........................................
and
Dr. med. Werner Kalbfleisch
Kirchstraße 7
89195 Staig
Germany
(reinafter referred to as "Concessionaire")
Table of contents
Article 1
Concessionaire's obligations3
Article 2
Concessionaire's Staff4
Article 3 Manager's
obligation7
Article 4 Financial
terms8
Article 5 Exclusivity10
Article 6 Professional
negligence10
Article 7 Communications11
Article 8 Laying up -
accidents - yard times11
Article 9 Force majeure12
Article 10 Arrest of the
Vessel etc.12
Article 11
Liens/subrogations13
Article 12 Alterations13
Article 13 Disputes
settlement13
Article 14 Communication
between the parties14
Article 15 Termination
of the agreement14
Article 16 Validity16
Preamble
WHEREAS MV
"???"(hereinafter referred to as "Vessel") is registered in
......;
WHEREAS the Vessel has
been bareboatchartered by ......
WHEREAS Managers act as
managers for Messrs. .....
WHEREAS the Vessel is
operated as passenger cruise vessel of a standard of the
European Four
Star Plus Category, mainly with German passengers and from time
to time international passengers
through cruises around the world;
WHEREAS the
Concessionaire is licensed as general practitioner and to
operate hospitals aboard
ships and desires to operate the hospital on board the Vessel,
serving both passengers and crew.
NOW THEREFORE THE
FOLLOWING IS HEREBY AGREED:
Article 1
Concessionaire's
obligations
1.The
Concessionaire undertakes to provide all passengers and crew for
any time being on board the Vessel with first class medical services required for the
immediate and intermediate well-being of
the passengers and crew.
2.The
Concessionaire represents that it has full knowledge of the
medical services to be
provided in accordance with the usual scientific standard
practised in Germany.
3.The
Concessionaire confirms that the hospital designated to and
known by the Concessionaire on board including its fittings, installations and premises is
sufficient for cruises as operated by the
Managers for approximately ??? passengers and approximately ???
crew and that the type of cruises
as well as the different lengths of the cruises are known to and
accepted by him.
All additional material
which the Concessionaire should deem necessary will be provided
and
installed at the Concessionaire's costs and - unless permanently
installed - will remain the property of
the Concessionaire.
It is the
Concessionaire's sole responsibility to ensure that the hospital
is manned in respect of
quantity and qualification according to the requirements and
laws of Germany, the regulations of the
flag state and other international rules and regulations. In
case of change of the flag, the Managers
will inform the Concessionaire in writing at least sixty (60)
days in advance.
4.The
Concessionaire undertakes to control and report the observance
of the sanitary, health and safety regulations in force on board the Vessel and in the
cruising area and to keep the hospital
premises clean.
5.The
Concessionaire will operate the hospital during times agreed
upon in writing from time to time between the parties, always provided that the times must
allow good service to the Vessel's
passenger and crew. The Concessionaire shall ensure that the
hospital facilities are available for
emergency treatments at all times.
Article 2
Concessionaire's Staff
1.The
Concessionaire undertakes to provide at all times the services
of one or two licensed doctor/general practitioner and of one or two licensed nurse
(hereinafter referred to as
"Concessionaire's Staff") who shall be permanently on board the
Vessel. The doctor's services may
be performed by the Concessionaire himself or by an additional
doctor. The doctors rank is not less
than 3 "stripes". The nurses rank is not less than 1 1/2
"stripes". The additional doctor and the nurse
shall be solely employed and fully insured by the Concessionaire
at his own expense. The doctor
(being the Concessionaire himself or the additional doctor)
shall bear the responsibility for the
operation of the hospital on board and the Concessionaire shall
ensure that such obligation shall be
included in the additional doctor's contract of employment. The
Concessionaire's Staff must be highly
qualified and have a good knowledge of the German and English
language.
The Concessionaire shall
ensure that in case of change/repatriation of the
Concessionaire's
Staff, the leaving members of the Concessionaire's Staff are
obliged to do a hand-over to the new
members of the Concessionaire's Staff signing on and may leave
the Vessel only once the new
members of the Concessionaire's Staff are on board the Vessel.
2.The
Concessionaire may change the number of Concessionaire's Staff
only after prior written approval of the Managers. However, the Concessionaire shall be
free to change the Concessionaire's
Staff whenever it is necessary, on its own account, after
consulting the ship's command for
confirmation regarding the "Cruise Ship's Status" of the Vessel.
3.The
Concessionaire has at all times the obligation and right to
control all of the
Concessionaire's Staff as to whether their performance of their
obligations is satisfactory. The
Manager, if notified well in advance, will endeavour to make an
additional cabin available to the
Concessionaire for that purpose.
4.Should
the Managers have to repatriate the Concessionaire's Staff or
pay fines, hospital or medical or funeral expenses or expenses in any way connected or
related to the Concessionaire's
Staff, howsoever such expenses may occur or become liable to
third parties in any act, default or
neglect of the Concessionaire's Staff or in any way expend money
on behalf of the Concessionaire's
Staff, then the Concessionaire will indemnify the Managers for
any loss, expense or damage so
caused.
5.The
Concessionaire is solely responsible and will take care of all
wages including overtime, medical, life and disability insurance of the Concessionaire's
Staff, as well as their social security
contributions, as and where required, vacation pay and
repatriation expenses for the Concessionaire's
Staff and any other expenses which pertain to the
Concessionaire's Staff such as professional
association indemnities and/or other governed by labour law, if
any.
6.The
Concessionaire is also responsible for the transport of the
Concessionaire's Staff to the Vessel and vice versa and to pay all cost deriving therefrom.
The Managers will assist the
Concessionaire in obtaining cheapest possible tickets.
7.The
Concessionaire and Concessionaire's Staff shall obey to the
Vessel's disciplinary rules and regulations. The Master of the Vessel shall have the right to
dismiss any of the Concessionaire's Staff
in case of their nonconformity to such rules and regulations.
The costs for repatriation of the
respective member of the Concessionaire's Staff are to be borne
by the Concessionaire. The
Concessionaire will pay the costs of any damage caused by the
Concessionaire's Staff.
8.The
Concessionaire's Staff shall have their meals in the officers'
mess.
In
case of bad working-hours and/or of
impediment by emergencies, the hospital-staff has the permission to eat in public
restaurants.
9.The
Concessionaire's
Staff shall have the
right to use all public rooms for their private employment. It
is understood that
passengers will be respected at all times. Handling in general
shall be according to the ship's rules
established from members of the crew.
10.The
Concessionaire's Staff have the right to buy items for personal
use in the crew bonded store, as per ship's regulations.
11.The
cost of cleaning, laundering and maintaining the
Concessionaire's Staff's clothing will be borne by the Managers. The cleaning of private clothing of the
Concessionaire's Staff will be charged
to the Concessionaire's Staff based on a rate of 50 % of the
listed passenger tariffs. The
Concessionaire's Staff will be granted a 50 % (subject to
change) discount of all bar drinks and wine
(except champagne and cigarettes), and a 20 % (subject to
change) discount on hair dresser's service.
12.Neither
the Managers nor the Vessel will be responsible or liable for
any violation of customs laws, rules or regulations made or omitted by the
Concessionaire's Staff concerning the hospital or
their personal actions.
The Concessionaire shall
be fully responsible for any faulty declaration made by the
Concessionaire's Staff concerning the hospital's customs
manifest required prior to arrival in the
ports. However, the Managers' representative shall provide the
Concessionaire with all necessary
forms and proper instruction for the various ports of call, if
possible.
13.The
Concessionaire is fully liable for any damage and delay to the
Vessel caused by wrongful and/or criminal acts of the Concessionaire's Staff, for example
smuggling, drug crimes etc.
In case of the
Concessionaire's Staff's failure regarding the a.m. items, the
Concessionaire will
assume all expenses arising therefrom.
14.The
Concessionaire shall be fully responsible regarding visa,
medical certificates (vaccination) or any other documents therefrom regarding the Concessionaire
and the Concessionaire's Staff. Costs
arising in this respect are to be borne by the Concessionaire.
Article 3
Manager's obligations
1.The
Managers undertake to provide whatever may be necessary for the
correct execution of all services to be rendered by virtue of this agreement and not
specifically mentioned as
Concessionaire's obligations. In particular, the Managers shall
provide the hospital and ward rooms,
the computerised cash registers, the supply of electric power,
bulbs, water, air conditioning. Any
technical assistance in this respect from the ship's technicians
shall be free of charge.
It is expressly
understood that the Managers do not covenant that the water
which is available
on board the Vessel is always in a quality to be used for
medical purposes.
2.The
Managers shall provide adequate accommodation in one or two
officer cabins and one ore two crew cabins (total of four cabins) on board for the
Concessionaire's Staff without additional charge
to the Concessionaire. Both parties agree that the allocation of
cabins will be at the sole discretion of
the Managers. The Managers will also supply the Concessionaire's
Staff with bed linen and towels
sufficient for their personal and operational requirements.
3.The
Managers agree to obtain and maintain a protection and indemnity
insurance entry for the Vessel which shall cover the Concessionaire against all risks
normally covered by a P&I insurance
where said risks are applicable to the Concessionaire. The
deductibles in respect of the P&I insurance
are for the account of the Concessionaire.
The Managers agree to
obtain and maintain a Hull & Machinery insurance entry for the
Vessel, which shall cover the Concessionaire against the risk of
damages caused by the
Concessionaire or the Concessionaire's Staff and against all
risks normally covered by a Hull &
Machinery policy where said risks are applicable to the
Concessionaire. The deductibles in respect of
the Hull & Machinery insurance are for the account of the
Concessionaire.
The Managers shall
provide adequate insurance for all property of the
Concessionaire, so that
in event of a fire on board, a ship's loss or similar problem,
including force majeure, the
Concessionaire is fully compensated for his equipment, supplies
and other property on the Vessel for
its true value as per inventory report, up to a total maximum
upper limit of USD 50,000 (United States
Dollars fifty thousand). The deductibles in respect of such
insurance are for the account of the
Concessionaire. Any exceeding value is to be insured by and for
account of the Concessionaire.
Article 4
Financial terms
Article 5
Exclusivity
1.The
Concessionaire shall be the exclusive Concessionaire on board
the Vessel for the supply of medical services to entitled persons (passengers, officers,
staff, crew).
Article 6
Professional negligence
1.The
Concessionaire will insure himself and the Concessionaire's
Staff against liability for
wrongful medical treatment against the passengers and/or crew
members. A copy of the insurance
cover and the renewal has to be automatically presented to the
Managers every year.
2.The
Concessionaire undertakes to insure all materials and equipment
of his property or
possession. Therefore, the Managers will not bear any
responsibility for whatever damage caused to
the property or possessions of the Concessionaire.
3.The
Concessionaire is not an employee or servant of the Managers in
respect of medical
treatment. He and the Concessionaire's Staff are solely liable
for all damages caused to
passengers/crew members who are patients of the Concessionaire
and the Concessionaire's Staff.
4.In
the event of any claim by crew or passengers against the
Managers, the owners, the
bareboatcharterer or the tour operator of the Vessel for
damages, the Concessionaire will hold the
beforementioned persons and the Vessel free and harmless of any
liability and claims whatsoever.
5.The
Concessionaire agrees to maintain good records of all medical
treatment given in a
professional manner to patients and to record all charges and/or
transactions in a suitable manner
resulting from the operation of its medical services. The
records will be kept for a period of 4 years.
Article 7
Communications
The Concessionaire is
entitled to use the Vessel's radio system (telefax, telex,
email, telcom) for his
business related to the cruises. The charges on actual costs for
the services are to be paid directly to
the ship's administration.
Article 8
Laying up - accidents -
yard times
1.In
the event of laying up or non-scheduled long stay in port/yard
e.g. due to Force Majeure, Managers shall have the right to require that the services due
under this agreement be temporarily
suspended at no cost for Managers. In this case the parties
shall meet in due time in order to revise
and/or modify terms of this agreement accordingly.
2.Once
every year the Vessel will go into dock. The Concessionaire will
be informed well in
advance about the dates of the yard time. The Managers may
decide that during this time the services
due under this agreement may be suspended and if so, at no cost
for Managers.
3.During
yard-time the Concessionaire will have the right to leave the
hospital equipment in the hospital and in any other of the rooms used by the
Concessionaire sealed by the Concessionaire for
the period of Vessel's repair at the entire Concessionaire's
risk but after Managers' confirmation.
4.The
Concessionaire is to make a proper list of the above mentioned
equipment and materials for the customs authorities and the Vessel's management.
5.In
any case the Managers carry no responsibility for the safety of
above mentioned good.
Article 9
Force majeure
1.In
this agreement, Force Majeure shall be deemed to be any cause
beyond the reasonable contemplation or control of either party which prevents or
delays or otherwise impedes the due
performance of the agreement and which by due diligence the
affected party is unable to control
despite the making of all reasonable efforts to overcome the
cause concerned.
2.Force
Majeure may include, but shall not be limited to any other of
the following:
- war or hostilities
- riots, civil
commotions, insurrections
- sabotage, terrorism
- governmental rules and
regulations
- earthquakes, floods,
tempests, lightning or other natural or physical disasters, but
excluding purely adverse
weather conditions such as rain, frost, snow, etc.
- strikes, of a national
or regional nature, excluding company strikes by Managers or
Concessionaire
- impossibility in use
of any port, shipping service or other means of transport or
communication (occurring
concurrently)
- haverie grosse
The occurrence and
termination of such events shall be notified in the shortest
time possible by
the party wishing to avail itself to the provisions of this
clause to the other party in writing, and the
nature and duration of such events shall be independently
verified by competent organisations.
Article 10
Arrest of the Vessel
etc.
In the event of the
arrest of Vessel or bare-boat charter of the Vessel, sale of
Vessel or other events
involving the Vessel in any way, both parties are entitled to
request the cancellation of this agreement.
Article 11
Liens/subrogations
1.
Neither the Concessionaire nor any of
its associated companies or independent contractors or their respective employees shall have any right, power or
authority to create, incur or permit to be
imposed upon the Vessel any lien whatsoever.
2.Neither
the Concessionaire nor its associated companies or independent
contractors or its employees as aforesaid nor the insurers thereof shall have any
right of recovery or subrogation
against the Vessel or its Owners or Managers on account of any
loss or damage that may be covered
by any insurance policy effected by the Concessionaire or its
associated companies or independent
contractors or the employees thereof.
3.The
Concessionaire shall order stores for his operation solely under
the Concessionaire's
name and not in the name of the Owners/Managers. The same
applies for the contracts of the
Concessionaire's Staff.
Article 12
Alterations
Any alterations to this
agreement mutually agreed upon are only valid, if made in
writing and signed
by both parties concerned. Neither party shall be entitled to
transfer their rights and duties under this
agreement to a third party without consent of the other party
concerned in writing in each specific
case.
Article 13
Disputes settlement
This agreement is
subject to German law. Any dispute which may arise under this
agreement which
cannot be settled by negotiation shall be decided by the High
Court in Hamburg, Germany.
Article 14
Communication between
the parties
All correspondence and
documents to be addressed to:
for the MANAGERS
for the CONCESSIONAIRE
Dr. med. Werner Kalbfleisch
Kirchstraße 7
D-89195 Staig / Germany
Phone: --49-7346-436
Fax: --49-7346-407
Mail:
kalbfleisch@cruiseship.li
Article 15
Termination of the
agreement
1.
The Managers may by notice to the
Concessionaire terminate this Contract with immediate effect upon the happening of any of the following events:
a.The
Concessionaire is declared bankrupt or insolvent.
b.The
Concessionaire attempts to assign or transfer this contract to
another party, except
its own or associated companies.
c.The
Concessionaire commits a material breach of any of his
obligations as per this
contract and fails to remedy such breach within thirty (30) days
of receipt of the Managers' written
notice specifying such breach.
d.After
- lay-up of the Vessel
- Sale of the Vessel
- Repairs of an expected
duration of over two (2) months to the Vessel
- Total or constructive
total loss of the Vessel
- In case of bareboat
charter to a different company.
2.In
case the immediate effect was caused by the Concessionaire
negligently, especially in
accordance with section 1.c) of this Article the Concessionaire
has to compensate all and any damages
which will occur due to the termination to the Managers.
3.The
Concessionaire may by notice to the Managers terminate this
contract with immediate effect upon the happening of any of the following events:
a.The
Managers are declared bankrupt.
b.The
Managers commit a material breach of any of their obligations
set out in this
agreement and fail to remedy such breach within thirty (30) days
of receipt of the Concessionaire's
written notice specifying such breach.
4.An
advance notice of thirty (30) days minimum is required on the
above mentioned points.
If the charter is
terminated, this Agreement shall be subject to the same
termination period as
per charter agreement. In such case the Managers will notify the
Concessionaire immediately.
5.In
case the immediate effect was caused by the Managers
negligently, especially in accordance with section 3.b of this Article, the Managers have to
compensate all and any direct damages which
will occur due to the termination to the Concessionaire.
In case the immediate
effect was caused by the Managers in accordance with section
1.d) the
repatriation costs are on the account of the Managers.
Article 16
Validity
1.This
agreement comes into effect on ................
The Concessionaire's
Staff has to be on board and start their services on .........
2.The
agreement will be valid for 24 months plus or minus 15 days
before/after the relevant contractual termination date in order to allow the Vessel to
perform its then current contractual
commitments. The agreement will be automatically prolonged
afterwards on a two year basis, provided
that no notice of termination has been given to the other party,
not later than three (3) months before
the end of the agreed period.