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An Agreement made the Seventeenth day of April
1912 between Swan, Hunter, & Wigham Richardson, Limited, of
Newcastle-upon-Tyne Shipbuilders and Engineers (hereinafter called the
builders) of the one part and the Reid Newfoundland Company, of St.
John’s, Newfoundland, (hereinafter called the purchasers) of the other
part as follows:
1. Dimensions, & C., of Steamer
The Builders (provided the Purchasers shall make to
them the payments at the times and in the manner hereinafter set forth)
shall build and complete for the Purchasers subject to the provisions of
these presents a steamer of the following dimensions and class:
Length between perpendiculars 220’–0”
Depth Molded 20’–6”
The vessel to be designed to carry deadweight of 425
tons of flour, 250 tons of coal and 50 tons of fresh water stores,
passengers, etc. or a total of 725 tons on about 16 ¾ mean draft. With a
draft of 17’-6” to 17’-9”, the total deadweight to be about 850 tons.
The speed on a six hours trial trip off the Tyne,
when loaded with a total deadweight of 280 tons, to be 13 knots and
using not more than ½” air pressure (average).
To be fitted with engines having cylinders 18 ½”-30
½” -50” diameter by 36” stroke with two boilers 13’-9” outside diameter
by 11’-6” long, at 180lbs.pressure, fitted with Howden’s forced draught.
If the speed be less than 13 knots the Purchasers
have the right to reject the vessel and if it be more than 13 knots the
Purchasers shall pay to the builders £250 for each 1/8th knot in excess.
But it is understood that in no case shall the premium for extra speed
exceed the sum of one thousand pounds £1000. By cable authority of
builder John A. Donald.
The vessel to class 100 A.1. Lloyd’s with
strengthening for ice.
The steamer shall be built according to the
specifications signed by or on behalf of the parties hereto and intended
to be taken as part hereof and the plans (if any) therein referred to.
The steamer shall be built under the inspection of
the Purchaser’s superintendent Mr. A. Brown or other person appointed by
the Purchasers who shall during work hours have free access to the yard
and shops where the steamer and engines are being built.
The quality of the materials used in the construction
of the ship shall be subject to the joint approval of the Surveyor for
classification and the Purchaser’s Surveyor who shall jointly have power
to reject any imperfect or unsound material or workmanship and such
material or workmanship shall be made good or renewed to their joint
satisfaction before the delivery of the steamer to the Purchasers.
5. Date of Completion
The steamer shall be ready for delivery in a usual
and convenient place in the River Tyne on or before the sixteenth day of
April 1913 and in case of default the Builders shall (except as
hereinafter provided in Clause six) pay to the Purchasers the sum of
Five Pounds sterling as liquidated damages and not by way of penalty for
the delay of each working day after such date until the steamer be ready
for delivery. The expression “working day” shall not include any holiday
observed in the Builders Works.
6. Delay in delivery
In the event of the delivery of the said steamer
being delayed by any strike or lock-out or by fire accident weather or
by making or providing of extras ordered by the Purchasers or by any
delay or default in the payment of any installment on the due date or by
time occupied in loading the steamer or by any other cause whether of a
similar kind to those specified or of a different kind beyond the
control of the Builders, then and in any of such cases the time allowed
for the completion of the said steamer shall be enlarged by the number
of working days lost to the Builders by such causes as those mentioned
in this clause.
7. Alterations or additions
Any alterations or additions which the Purchasers may
desire to be made in the steamer her machinery and outfit shall be
ordered in writing and the cost of them for which the Purchasers shall
be liable shall be added to the contract price and paid for on delivery
of the steamer and the allowance of time in consequence of such
alterations or extras or additional work having to be made or done shall
be added to the date hereinbefore specified for delivery of the steamer
the cost or allowance if not agreed upon between the parties being
settled by arbitration.
8. Due dispatch by Builders
In the event of the Builders making willful default
in the construction of the steamer her machinery or fittings or in her
delivery the Purchasers may if they think fit after due notice in
writing take possession of the steamer in her then state and of all
materials intended for her and to complete the steamer engines boilers
and machinery and for this purpose to enter any contract with other
Builders and to use the yard workshops machinery and tools of the
Builders without paying therefore and the costs incurred in the exercise
of any of the powers of this clause shall be deducted from the purchase
money then unpaid if sufficient or if not sufficient shall be made good
by the Builders.
9. Purchase money
The pride of the said vessel shall be the sum of
£39,000 (Thirty nine thousand pounds sterling) which the purchasers
shall pay to the Builders by the installments and in manner following:
£1, 850 in cash on signing this Agreements.
£1, 850 in cash when the keel is laid.
£3, 700 in cash when vessel is framed.
£1, 100 in cash on the completion of the steamer and
delivery to the Purchasers of the Builders certificate, and
£30, 500 (Thirty thousand five hundred pounds
sterling) in four equal yearly payments in cash over four years from
date of delivery of the vessel. For such deferred payments the Builders
shall draw on the Purchasers at negotiable dates, and the Purchasers
hereby undertake to accept such drafts payable in London, and subject to
the yearly installments being paid when due the Builders shall renew the
Bills for the balance of the amount from time to time as they become
The Purchasers shall pay interest in advance at the
time of each drawing or renewing and from and after the date of delivery
of the vessels at the rate of five percent per annum together with the
cost of Bill Stamps and Bankers Commission (if any).
The renewed acceptances shall be placed in the hands
of the Builders at least one week prior to the date of the current
acceptances becoming due.
So long as any balance of purchase money or any other
moneys remain due to the Builders the vessel shall be registered under
the British flag.
The Purchasers shall have the right of paying off in
cash the amount of such Bills at any time when they mature instead of
renewing them. The Purchasers shall also have the option of paying off
all or any of the acceptances before the due date thereof in any order
and the Builders shall be bound to receive such payment and to allow to
the Purchasers such sum as may be equal to the rebate or discount (if
any) actually received by the Builders from the holders for the time
being of the acceptances. Should the acceptances be in the hands of the
Builders the Purchasers shall be entitled to a rebate equal to the rate
of interest which such acceptances carry.
As security for the due payment of all moneys due or
accruing due under this Agreement from the Purchasers to the Builders
and whether included in acceptances or otherwise the Builders shall
receive a Statutory first mortgage in their favor on the vessel, and a
Mortgage Agreement to run concurrently therewith both of which documents
shall be in such form as the Builders or their Solicitors settle and
During the construction of the vessel the Builders
shall have the right to draw upon the Purchasers, who agree to accept
the drafts, for such sums as represent the value of the work done, less
the amount of cash which shall have been paid by the Purchasers to the
Builders, but any discount charges paid thereon shall be at the cost of
the Builders, and the Bills shall be renewed so as to become payable by
the Purchasers in cash as aforesaid.
So long as any of the before mentioned moneys remain
due to the Builders the Purchasers undertake that they will insure the
vessel after delivery at their own expense against all risks (and if
desired by the Builders against war risk) for a sum of not less than her
full insurable value and the policies shall be to the approval of the
Builders and shall be endorsed and handed to them or their nominees. The
Purchasers shall have the option of only partially insuring the vessel
provided they hand to the Builders a guarantee by a bank or other surety
approved by the Builders as to the due payments of all moneys due to
them under this Agreement, such guarantee shall be in a form approved by
10. Default in payment of purchase money
The Purchasers shall pay to the Builders interest at
the rate of £5 per centum per annum upon all moneys overdue from the
date upon which such moneys became due to the date of their payment and
in case the Purchasers shall make default in the due payment of any
installment or installments of the purchase money for a period of
fourteen days after such installment becomes due the Builders shall be
at liberty by notice in writing to rescind the contract and the
Purchasers shall thereupon cease to have any interest or property in the
steamer her engines boilers or machinery or the material prepared for
the construction thereof respectively and the same shall revert to and
become the sole property of the Builders or the Builders at their option
shall be at liberty to sell the steamer as she may then lie with her
engines boilers and machinery either by public auction (in which case it
shall be lawful for the Builders or their agent to bid for or buy in the
same) or by private contract at such time and on such terms and
conditions as they may in all respects think fit without being
answerable for any loss on such re-sale and in case of any deficiency in
price on such re-sale such deficiency and all expenses attending such
re-sale shall be made good by the Purchasers and shall be recoverable by
the Builders from the Purchasers as liquidated damages but if a larger
price shall be obtained such increased price shall belong to and be
received by the Builders.
11. Purchasers property in steamer and lien of
The steamer as she is constructed and all her
machinery and fittings and all materials from time to time intended for
her or them whether in the building yard workshop river or elsewhere
shall after payment of the first installment of the purchase money and
as the work proceeds become the property of the Purchasers and shall not
be within the possession or order or disposal of the Builders for any
purpose except the completion thereof but the Builders shall at all
times have a prior lien thereon for their unpaid purchase money.
During the building and until the delivery of the
said vessel to the Purchasers the builders shall at their own cost and
risk, keep the said vessel insured against fire whether in the yard or
lying afloat the Purchasers being at no risk until the said vessel is
delivered to them complete except that the Purchasers shall insure and
protect the hull and machinery of the said vessel against marine risks
for moving the vessel from the Builders yard for loading bunkering or
other requirements of the Purchasers and for the trial trip or trips.
Notwithstanding any accident to the said vessel or her machinery during
the building or before delivery this contract shall in no wise be
invalidated but the Builders shall make good the damaged part or parts
to the reasonable satisfaction of the Surveyors.
13. Cost of trials
The cost of the trial trip shall be at the expense of
the Builders they finding the crew and engineers necessary for the safe
navigation of the steamer during the trial trip together with coals and
engine stores. If the steamer is to be loaded or partially loaded for
the trial trip or for any other purpose the Purchasers shall be entirely
responsible for and bear the cost of such loading or partial loading as
well as all expenses incidental thereto including docking dues.
14. Builders certificate
The Builders certificate and all certificates and
documents that can be provided by the builders shall be provided by them
and handed to the Purchasers in exchange for the final payment and the
Builders shall produce a receipt for the fees for all documents which
require time to prepare such as classification certificates.
After the steamer has been delivered over to the
Purchasers all liability on the part of the Builders shall cease with
regard to all matters whether arising before or after such delivery
Excepting always that if the engineer recommended by the Builders shall
guarantee the propelling machinery and its boilers for that period
against any defects in material or workmanship to the extent of making
good or replacing any defective or faulty part at their works or paying
the equivalent cost of doing so provided that such defects shall be
brought to their notice in writing within the six months aforesaid and
be unconnected with weather or wear and tear. But the Builders shall in
no case whatever be liable for any consequential damage or claim
occasioned by such defects whether arising in original work or in
repairs or substituted work nor shall they be liable for any claim for
the time occupied in the repair thereof nor for the effects of
alterations or additions made by any person appointed by or in the name
of the Purchasers nor for any accidents whether arising from neglect of
the engineer in charge or not. Moreover the Builders shall not be called
upon to bear the cost of any repair provided the same would have been
recoverable from the Insurers under the ordinary policy of insurance if
the same had happened or become apparent after the expiration of the six
calendar months and nothing in this clause shall be construed to impose
on the Builders any increased liability in respect of such new articles
or materials or work except increase if any in the cost thereof. After
the expiration of the said period of six months from delivery all
liability hereunder of the Builders shall absolutely cease in every
Every question or difference which may arise
respecting this agreement or the said specifications shall be referred
to two independent persons one to be appointed by each party or in case
of difference to an umpire to be appointed by such parties. The
provisions of the Arbitration Act 1889 or any statutory modification
thereof for the time being in force shall apply to this contract.
Source: The Rooms, Provincial Archives