Category: competenze

Studio Dardani has specific experience in the fields of shipbuilding, sale and purchase of vessels and the necessary financing instruments.

We support our customers in all of the various phases of these operations, from the definition of the contractual structure to the negotiations, from the care taken over fulfilment and documentation to processing and implementation.

In particular, we routinely assist our clients (major shipowners, shipyards and financial backers) in the following operations:

• Construction of vessel (either by free negotiation or by means of contractual standard forms such as NEWBUILDCON, SAJ, AWES or others)
• Sale of vessel (either by free negotiation or by means of contractual standard forms such as NSF 1993, NSF 2012, NIPPONSALE 1999 or other forms)
• The sale and purchase of yachts and their construction
• Constitution of a suitable corporate structure through a financial vehicle corporation and relative holding company
• Registration of the vessel or the yacht according to the flag requested
• Management of payments of advances and related guarantees
• Closing and performance of contracts
• Ship mortgage
• Financing through loan and guarantee system
• Corporate financing by the formation of joint ventures
• Leasing and bareboat chartering of a vessel
• Taxation of individual transactions

Thanks to our experience in litigation, Studio Dardani also assists its clients in any dispute arising in relation to shipbuilding, purchase and sale of a vessel, or its financing.

OUR WORK: SOME RECENT EXAMPLES FROM OUR PRACTICE

BUILDING OF SIX BULK CARRIERS IN CHINA

Assistance to a ship-owning group based in Cyprus for the building and financing of 6 bulk carriers at a shipyard in China: drafting and negotiation of shipbuilding contracts, delivery, constitution of the corporate group by means of the constitution of a vehicle company, financing through a bank loan and related guarantees

SPANISH TAX LEASE FOR THE BUILDING OF SIX CHEMICAL TANKERS

Assistance to an Italian shipowner for the building and financing, through the instrument of the Spanish tax lease, of 6 product carriers at a shipyard in Galicia: Drafting and negotiation of shipbuilding con-tracts, delivery, financing through chain leasing and bareboat contracts with the gradual transfer of ownership of the vessels

EXPANSION AND RENOVATION OF A FLEET

Assistance to a primary Italian shipowner for the modernisation of the whole fleet through the acquisition of new units: drafting and negotiation of contracts of sale and purchase, and of shipbuilding contracts in Romania, Turkey and Korea, closing, delivery, financing by forming ad hoc financial structures, loan agreements and related guarantees

JOINT VENTURE FOR THE PURCHASE OF FIVE CHEMICAL TANKERS

Assistance to a Panamanian shipowner for the creation of a joint venture with a North American fund for the purchase of 5 chemical tankers: drafting and negotiating of the joint venture contract, constitution of the corporate group by means of the constitution of a vehicle company, financing through bank loan and related guarantees. Drafting and negotiation of contracts of sale and purchase and participation in each closing of contract

PURCHASE OF A CHEMICAL TANKER THROUGH A 'KS' FINANCIAL STRUCTURE

Assistance to an Italian shipowner for the purchase of a chemical tanker through 'KS' financing structure: negotiation of contracts for purchase, for resale to the vehicle company, for lease back under bareboat charter, closing, linked contracts and guarantees. Registration of the vessel under the Italian flag

DISPOSAL OF WHOLE FLEET AS PART OF RESTRUCTURING PLANS

Assistance to an Italian shipping company for the disposal of the whole fleet as part of the debt re-structuring plan with the banks: negotiation of contracts of sale, closing, cancellation from the Italian ship register

At the heart of Dardani law firm’s activities is the assistance we offer in the field of maritime transport, and charterparties and bills of lading in particular.

Among our clients are shipowners, charterers, managers and shipbrokers, P&I Clubs and brokers.

Our clients enjoy assistance in particular for:

• The negotiation and conclusion of charterparties, whether they be on a bareboat, voyage or time basis, or time charter trips, as well as COAs (including the use of AMWELSH, SHELLTIME, NYPE, ASBATANKVOY, ENIVOY, GENCON, CEMENTVOY)
• All types of dispute arising from charterparty, both voyage and time, including disputes relating to the description of the ship, clauses for the cancellation and delayed delivery of the ship, readiness, laytime and demurrage, speed and consumption, cleaning of tanks and of the holds, stowage, sub-chartering chains, off-hire, payment of freight, liens and rights of retention on the goods, ship arrests, project cargo, dangerous cargoes, limitation of liability for the package or unit, penalties, piracy, safe port and place of refuge
• Disputes concerning the issuance and/or circulation of bills of lading or waybills
• All types of claim for damage to the cargo, quality, defects and contamination of the goods, also in collaboration with technical consultants

Maritime transport usually travels with an international sale of goods. The lawyers of this practice routinely deal with international trade in goods, and this means:

• negotiation and conclusion of contracts for the international sale of commodities and other goods, contracts under CIF, FOB, C&F or other INCOTERMS conditions
• assistance in litigation in relation to all disputes, from the payment of the price of the goods, to documentary credits and guarantees, the timing of delivery of the goods or their refusal on the part of the buyer, and damages for breach of contract

We represent and defend our clients in Court disputes or arbitration proceedings both in Italy and in London, thanks to the professional qualifications in English law of members of our team. Furthermore, an extensive network of known and trusted correspondents means we are able to assist our clients in disputes in every part of the world.

OUR WORK: SOME RECENT EXAMPLES FROM OUR PRACTICE

AMWELSH 1979 C/P: TERMINATION AS A RESULT OF AN EMBARGO

Arbitration in London on the right of the charterer to terminate the charterparty as a result of an embargo on goods of Colombian origin imposed by the Venezuelan Government: assistance in favour of the charterer with particular regard to the interpretation of clause 4 of the Amwelsh 1979 form, determination of the factual circumstances relating to the declaration of force majeure and termination of the contract

WRONGFUL ARREST IN NIGERIA

Assistance to the owner of a Panamanian-flagged ship seized in Lagos: unlawful arrest due to the erroneous identification of the registered owner in relation to a claim against the disponent owner, immediate release of the vessel

CARGO PROJECT: TRANSPORT OF OFFSHORE PLATFORM COMPONENTS

Advice to an Italian shipyard in drafting and negotiation of contracts and heavyliftvoy transport of components intended for a petroleum plant located in the south of Italy: assistance in the management of relationships with the yard's client and with the maritime carrier in the course of the execution of the contract

BUNKERS - INTERNATIONAL FRAUD

Assistance to a primary owner of chemical tankers in a complicated matter of international fraud in the context of supplying bunkers. Investigations into the factual circumstances. Negotiations with counterparties and the negotiation of an agreement

EARLY TERMINATION OF A TIME CHARTER WITH THE INSOLVENT CHARTERER

Assistance to an Italian shipowner in the early termination of a contract of time charter with an important Italian charterer enmeshed in financial problems: negotiating of settlement agreements with the bunker supplier and other preferential creditors

ARBITRATION AND PRECAUTIONARY MEASURES FOR A COMPLAINT REGARDING DEMURRAGE

Assistance to a Swiss owner in a dispute concerning the payment of demurrage accrued at the port of destination as a result of a time charter (Gencon 1994): dispute in administered arbitration (LMAA), the adoption of precautionary measures of seizure of funds in Switzerland

TRADING IN IRAN / IRAQ

Assistance to a Panamanian shipowner for the conclusion of time charter contracts with a primary trader of commodities with port calls in Iran and Iraq: evaluation of legal risks, due diligence regarding the subjects involved, drafting and negotiation of appropriate clauses of the charterparty

APPLICATION OF ICE CLAUSE IN A TIME CHARTER TRIP

Assistance for a Maltese owner in litigation against a British charterer concerning the failure to pay freight charges for the vessel's waiting time outside the port of Odessa in the winter

ARREST OF BULK CARRIER FOR WETTING OF COILS

Assistance to a major Dutch company in the field of trade in steel in the presentation of an application for arrest of a bulk carrier in the port of Naples as a protective measure for a credit against the shipowner for wet damage to a cargo of coils, until the release of the guarantee by P & I Club

CONTAMINATION OF A PETROLEUM PRODUCT

Assistance to the owner of a chemical tanker during loading operations, following the discovery of contamination of part of the cargo. Investigation into the origin of the contamination. Provision of defense and assistance in relations with the charterer. Advice on the drafting of the relevant bill of lading

THE NEGOTIATION OF A LONG-TERM TIME CHARTER

Assistance to a shipowner of chemical tankers in the analysis and negotiation of terms and conditions of a long-term charter contract with an oil major. Intervention and amendment of the clauses of the standard form used by the latter

DAMAGE TO THE CARGO DUE TO FAULTY LASHINGS

Assistance to a key Danish maritime carrier in a number of cases before the Court of Genoa relating to damages to leisure craft in the course of their transport from the United States to Europe. Application of the limitation of liability per package and unit despite the accusation of gross negligence formulated by the receiver

Dardani Studio Legale routinely assists clients in all matters arising from maritime casualties.

The experience of our law firm ranges from single ship averages, to major casualties, with environmental implications and with oil pollution.

Assistance, both judicial and extrajudicial, concerns cases of vessel or cargo salvage, cases of collisions between ships and general average, with all related insurance aspects.

We assist shipowners or cargo interests on a broad range of matters including:

• Responsibility for collision between ships and between ships and harbor works
• Salvage of ship and cargo, and determination of the relative reward
• Average – particular or general
• Guarantees linked to the incident
• P&I Insurance
• H&M Insurance
• Damage to cargo
• Damage to passengers
• Injuries on board
• Ship arrest
• Limitation of shipowner’s liability
• CLC limitation and IOPC Fund coverage
• Obligations and liabilities of classification societies

The law firm assists its clients both in the strategic steps of handling the incident as well as in the case of a dispute, representing their interests before the judicial authorities, as well as in arbitration, even for precautionary measures.

OUR WORK: SOME RECENT EXAMPLES FROM OUR PRACTICE

GROUNDING AND CONSTRUCTIVE TOTAL LOSS

Abandonment of ship to the insurers and management of an insurance claim in the interest of the bareboat charterer, also in dealings with the registered owner. Subsequent assistance to the various steps of the wreck removal operations on behalf of P&I Club

ACTION AGAINST CLASSIFICATION SOCIETY

Defense of primary owner in judicial proceedings initiated against the ship's classification society and the charterer before the Genoa Court of First Instance and the Court of Appeal for the purpose of obtaining compensation for damage suffered as a result of the early termination of a long-term time charter

TOTAL LOSS OF A CARGO OF MARBLE DUE TO VESSEL SINKING IN BRAZIL

Assistance of an Italian charterer in a case of grounding and subsequent sinking of a ship with 160 blocks of Carrara marble on board in front of the port of Fortaleza, Brazil. Handling of issues arising with Brazilian local authorities and assistance in various disputes with the owner and with the parties concerned with the cargo interests

BREAKING OF MOORINGS IN PORT AND SALVAGE OF OIL TANKER

Assistance to the shipowner in the various phases subsequent to breakage of moorings due to adverse marine weather conditions whilst vessel was performing quayside commercial operations. Intervention by local tugs and handling of preliminary Court survey procedure for the assessment of damages suffered by the quayside, then negotiation of the wording of the guarantee to be released in favour of local tugs that had intervened and subsequent legal defense of the shipowner in the case for salvage reward brought by the tugs

ENGINE ROOM FIRE DURING UNLOADING

Emergency assistance to the owner of a chemical tanker as a result of fire breaking out in the engine room during unloading operations. Assistance in dealings with the charterer and cargo interests, as well as with the terminal and with the insurers and their local correspondents. Contractual advice about the interpretation of the relevant clauses of the charterparty

LIMITATION OF LIABILITY IN ITALY

Assistance in favour of a foreign ship owner following a collision in the Bosphorus. Establishment of Italian jurisdiction and consequent limitation of liability proceedings before the Italian judicial authority in accordance with the Code of navigation procedures but with reference to the London Convention of 1976

Studio Dardani has consolidated experience in the field of integrated logistics for road, rail and multimodal transport.

Our clientele includes the main players of the logistics supply chain, such as shippers and multimodal operators, primary inland carriers and rail transporters, both national and international, terminal operators, agents and cargo interests.

In particular, our assistance includes:

• Advice on the drafting and negotiation of shipping contracts, road and rail transport, integrated logistics, contracts, administration of services and storage
• Consultancy in the insurance sector in the field of logistics and transport of goods by road or rail
• Assistance in litigation and non-litigation matters in the formulation of complaints in cases of loss or damage to the cargo resulting from national or international land transport covered by CMR Convention for road or rail haulage
• Assistance to road hauliers, both in Italy and abroad, for any type of occurrence to vehicles (judicial impoundment, confiscation, accidents, thefts and robberies)

OUR WORK: SOME RECENT EXAMPLES FROM OUR PRACTICE

INTERNATIONAL CARRIAGE OF GOODS DESTINED FOR ISAF BASES IN AFGHANISTAN

Assistance to a primary Danish logistics operator in a case relating to various shippings of containers destined for ISAF bases in Afghanistan, stopped by the Pakistani authorities before entry into Afghan territory. Defense of the client in the litigation procedure in Italy undertaken by the exporter of the goods to the ISAF bases and management of the judicial dispute undertaken by the client before the High Court of Justice in London for the recovery of damages from detention and costs accrued during the deposit of containers in Pakistan

FIRE IN A PORT TERMINAL

Assistance to a leading Danish maritime carrier in the case of goods containers catching fire in the port of Trieste. Handling of the claim formulated by the port terminal for damages resulting from the fire and defence in Court in the case against the producer of the goods

THEFT IN MULTIMODAL CARRIAGE OF GOODS

Defense in court at first instance and before the Court of Appeal of a maritime carrier, in a court case brought by the receiver against all those involved in the logistics chain of a multimodal transport oper-ation, in a case of the theft of goods with cross-actions of liability and compensation

ROAD TRANSPORT AND LICENSES

Regular service to a leading European road carrier, both before Italian judicial and administrative authorities, in various cases of confiscation and seizure of vehicles with reference to regulations on authorisations and licenses for the international transport of goods

DISTRIBUTION OF CARS IN ITALY

The defense of a German logistics company in various litigations against a subcontractor transport company for breach of undertakings to Transportation & Compound contracts

DISPUTE BETWEEN LOGISTICS COMPANIES

Assistance to an integrated logistics company in a dispute against another logistics and transport company related to the storage of goods and related ancillary services

Dardani law firm assists its clients in relation to the corporate structure and rules of operation of a company.

Our activities in the field of commercial, corporate or financial law include advice on matters concerning the choice of the best corporate structure, issues relating to current company activities, mergers and acquisitions, as well as problems of corporate governance.

In particular we deal with:

• Organization and corporate regulations
• Structuring of corporate groups
• Joint ventures
• M&A
• Pool agreements
• Restructuring and bankruptcy
• Corporate and external financing
• Intellectual property
• Competition

By virtue of our experience in litigation and disputes Dardani law firm also assists clients in disputes of a commercial, financial or corporate nature.

With a strong international vocation, Dardani Studio Legale regularly provides expertise in the drafting and negotiation of commercial agreements in various sectors such as energy, oil & gas, commodities, off shore, engineering, technology, automotive, large-scale distribution and real estate.

In particular, we deal with:

• International sales
• International consignment of goods
• Procurement and construction of industrial plants
• ‘EPC’ contracts
• ‘O&M’ contracts
• Realization of international projects
• Project finance

Dardani law firm assists clients in any dispute relating to international contracts, both before Italian judicial authorities as well as before the highest foreign judicial authorities, and in international arbitration, thanks to its special professional relationships.

OUR WORK: SOME RECENT EXAMPLES FROM OUR PRACTICE

CHARTER OF CRUISE SHIPS AND PASSENGER SHIPS TO BE USED AS FLOATING HOTELS

Assistance in a "deck and engine" charter project of 10 cruise ships / passenger ships for stationary use as floating hotels: drafting and negotiation of contracts for the chartering of vessels, provision and management of accommodation services

PURCHASE OF 'MARINE' ENGINES

Assistance to a ship management company for the purchase of four main engines intended to be fitted on ships still under construction: drafting and contract negotiation, assistance in the implementation of the contracts and related documentation

'EPC' FOR THE CONSTRUCTION OF AN ENERGY STORAGE PLANT

Assistance to an engineering firm for the construction of an installation for energy storage in the United Kingdom: review and contract negotiation

CONTRACTS FOR THE MARKETING OF INVERTERS

Assistance to a distribution company of automotive products in the renegotiation of an exclusive relationship and marketing contracts for inverters with a leading Japanese company

GENERAL CONDITIONS OF SALE OF TECHNOLOGY

Assistance to an Italian robotics company in the drafting of the general terms and conditions regarding supply to attach to contracts of sale

FURNISHING OF A RESORT IN CAMEROON

Assistance to a leading company in the production of industrial furnishings and luxury commercial interiors in the management of a contract in Cameroon for the furnishing of a 5 star resort in Douala: advice on the implementation of contract and on the export of goods to Cameroon

Parallel to Dardani law firm’s consultancy activities, we have always assisted clients in safeguarding their interests in any dispute, both before judicial authorities and in arbitration, and in managing the dispute in the ‘pre-contentious’ phase, by providing immediate assistance in precautionary procedures and emergency assistance.

By reason of the trade and international nature of most of the disputes we deal with, we regularly defend our clients before national Courts, in administered arbitrations (both national and before significant international arbitration institutions) and in ‘ad hoc’ arbitrations.

Thanks to some of our lawyers holding specific qualification in English law as barristers and solicitors, and thanks to close collaboration with primary professional law practices in London, both barristers’ chambers and solicitors’ law firms, we are able to provide assistance in cases devolved to the judicial authorities of the United Kingdom and in arbitrations that are heard in London.

Lastly, we are able to assist our clients in disputes that may arise well nigh anywhere in the world by virtue of an extensive network of contacts with known and trusted professionals.

The growing importance of this sector of maritime law has led to a more profound specialisation by our law firm in the subject.

We are now a point of reference for anyone who needs to tackle complex negotiations for the sale of a yacht or for the conclusion of contracts for the construction of new boats (by free bargaining or through the use of standard forms such as the MYBA), with the necessary financing and with due attention to applicable fiscal arrangements.

Our practice uses our own custom-made forms for sale, construction, exchange, charter, loan and contract agreements.

Lawyers of this practice will use procedural instruments such as precautionary procedures and emergency assistance where necessary as they regularly assist customers in disputes with shipyards relating to the quality or the execution of the shipbuilding or repair, the guarantee for defects, with the assistance of specialist technical consultants relating to specific areas of competence, and any other dispute related to various phases of the use of the vessel.

OUR WORK: SOME RECENT EXAMPLES FROM OUR PRACTICE

CONSTRUCTION AND SALE OF LUXURY YACHTS

Assistance to a yacht-building shipyard for the construction and sale of a luxury yacht to an Asian company: drafting and negotiation of the construction contract, delivery of the yacht, financing through bank loan and related guarantees

PURCHASE OF ITALIAN YACHT ACCORDING TO MYBA

Assistance to a U.S. owner in the purchase of a pleasure craft flying the Italian flag. The negotiation of a contract of sale drawn up using the MYBA form, participation at the closing, checks with the Italian registry on the cancellation of the boat from their register

MALTESE LEASING

Assistance to a shipowner in purchasing a pleasure boat through the system of Maltese leasing

ISVAP REGISTRATION FOR INSURANCE OF YACHTS IN ITALIAN WATERS

Assistance to a group Norwegian insurers in the registration procedure by the Italian Authority for the Supervision of the Insurance sector (ISVAP) for the purpose of issuing certificates attesting to civil liability insurance of Italian or foreign pleasure craft that sail in Italian waters

PURCHASE OF YACHTS FLYING THE ITALIAN FLAG

Assistance to a Turkish owner in the purchase of a pleasure craft and management of issues relating to its registration under the Italian flag

PURCHASING BY A TURKISH LEASING COMPANY

Assistance to a Turkish leasing company for the purchase of different leisure craft flying the Italian flag. Participation in the closing. Assistance in export procedure of the boat as a result of the cancellation from the Italian register for sale abroad