BIMCO SALEFORM 2025: An updated framework for ship sale and purchase

(www.MaritimeCyprus.com) Reimagining Ship Transactions: BIMCO and NSA Launch SALEFORM 2025 to Meet Modern S&P Realities
The standard framework for international ship sale and purchase (S&P) has officially entered a new era. The Norwegian Shipbrokers’ Association (NSA) and BIMCO have jointly released SALEFORM 2025, providing a substantial and welcome overhaul to the widely used SALEFORM 2012. Developed by a joint subcommittee to reflect over a decade of sweeping changes in regulatory requirements, market practices, financial compliance, and environmental rules, the new form transforms the agreement into a clearer, more complete, and practice-aligned contractual foundation.

Rather than a total rewrite, SALEFORM 2025 is designed to modernize transaction mechanics by integrating provisions that parties previously had to bolt on via bespoke rider clauses. By addressing the clauses most frequently amended in practice, the revised form minimizes the potential for disputes and facilitates smoother, more predictable closings.

Modernized Transaction Mechanics, Escrow, and KYC Security

One of the most significant procedural updates in SALEFORM 2025 addresses the deposit mechanism (Clause 2), moving away from the traditional, rarely used joint account structure to a formal escrow agent and escrow agreement framework.

To adapt to the stringent compliance realities faced by modern banks and financiers, the form places major emphasis on "Know Your Customer" (KYC) and Anti-Money Laundering (AML) processes. Under the new rules, the deposit is only payable after both the Memorandum of Agreement (MOA) and the escrow agreement are fully signed and exchanged, and the escrow agent has confirmed in writing its readiness to receive the funds. Both parties are under an express obligation to provide their KYC documentation to the escrow agent without undue delay.

Crucially, SALEFORM 2025 introduces an optional, without-liability termination right: if a party that has completed its KYC obligations finds the transaction stagnating because the other party fails to clear onboarding within a specified number of banking days, they can exit the contract safely without incurring liability.

Flexible Payment Pathways

Reflecting how transactions are actually funded today, Clause 3 has been updated to offer three mutually exclusive payment mechanisms for the balance of the purchase price:

1. Payment on Delivery: The traditional method of paying the balance directly to the sellers' account upon delivery (the default position).
2. Pre-positioning via Escrow: Remittance of the balance by the buyers to the escrow agent’s designated account in advance, to be held to the order of the buyers and released to the sellers upon delivery.
3. Conditional SWIFT Bank Mechanism: Advancing the funds via conditional SWIFT instructions (such as MT103/MT199) to the sellers' bank, to be held to the buyers' order and released only upon written instructions from the buyers' authorized representative at closing.

Clarified Delivery, Inspection, and "Notice of Readiness" Rules

To enhance legal certainty surrounding the timeline of a sale, the inspection framework in Clause 4 has been streamlined. While retaining standard choices for pre- or post-signing physical inspections, it introduces a third option: allowing buyers to skip physical inspections entirely and accept the vessel "as-is" based purely on classification records. This addition caters directly to rapid, time-sensitive transactions or vessels sold for immediate recycling.

Furthermore, updates to Clause 5 bring explicit clarity to the Notice of Readiness (NOR) rules. The form establishes that a valid NOR may only be tendered when the vessel is physically ready and at the designated delivery location. It explicitly states that a failure by the sellers to tender a valid NOR by the agreed Cancelling Date constitutes a contractual breach. If this failure stems from proven negligence, the sellers face expanded financial exposure, as the form solidifies the buyers' right to claim damages for "loss of bargain" alongside all incurred expenses and interest.

Technical enhancements also extend to dive inspections, drydocking, and Clause 7, which establishes clearer protocols for measuring and pricing remaining onboard quantities of bunkers and lubricants, effectively reducing common closing-day friction.

Virtual Closings and Updated Documentation

Embracing the realities of the digital era, SALEFORM 2025 adopts virtual closing meetings as the default approach (Clause 8). The agreement formalizes the electronic exchange of delivery documents at closing, with physical originals to follow later where required. The closing package has also been updated to match contemporary expectations, streamlining lists to omit redundant items when a transaction does not involve a change in the vessel's flag state.

Embedded Regulatory and Environmental Compliance

In response to heightened geopolitical uncertainty and tightening global oversight, SALEFORM 2025 eliminates the need for standalone compliance riders by embedding robust, mandatory legal clauses directly into the standard text:

• Anti-Bribery and Corruption (Clause 16): Both parties warrant continuous compliance with all applicable ABC laws in fulfilling their contract obligations.
• Sanctions Compliance (Clause 17): A comprehensive, dedicated clause governing "Sanctions Activity" establishes strict compliance warranties that remain in force and survive past the closing date.
• Emissions and Green Schemes: The contract directly integrates the recently published BIMCO Emissions Trading Scheme (ETS) Clause for MOAs 2025 and the FuelEU Maritime Clause for MOAs 2025. This provides an embedded blueprint for allocating environmental responsibilities, establishing that sellers remain liable for surrendering allowances for all predelivery emissions, while mapping data-sharing requirements for compliance balances when ownership transfers.

Ultimately, SALEFORM 2025 delivers a more grounded, complete, and realistic foundation for modern S&P deals. By aligning standard contractual text with modern banking, digital, and environmental realities, BIMCO and the NSA have equipped the global shipping industry with an optimized tool built for today's compliance-heavy trading environment.

Other Standard Forms regularly used

Almost every contract we see for sale and purchase of vessels is based on a market standard print form, with amendments, and not too seldom also with additional clauses. There are three formats most commonly encountered, all available through BIMCO’s portal. (As most BIMCO hosts some of the leading standard clauses and contracts, used by the shipping industry world-wide.

Saleform 2012

This is a standard contract form originally prepared by the Norwegian Shipbrokers’ Association and adopted by BIMCO in 1956. It is often referred to as the «Norwegian Saleform» (or «NFS»), which refers to its origins, not that it is customized for use in Norway or for Norwegian law. In fact, the form is prepared with English law as one of the default options for governing law, and there is no standard choice for Norwegian law.

The standard form has been revised in 1966, 1983, 1986/87, 1993 and latest in 2012. The latest edition aims to apply directions and adjustments dictated by the courts and commercial practice during the years since the previous format from 1993. We still see some use of the 1993 format, sometimes in an attempt to make this less Seller friendly. There is a reason behind the updated format, and using the old format might simply re-engage the ambiguity and loopholes which the 2012 format aimed to remedy. In our practice, the 2012 format is the format we see most used and applicable to most of the transactions where we are involved, with the needed revisions applied to befit each transaction.

The format has English law and arbitration and New York law and arbitration as default options for choice of governing law and arbitration venue. In addition it has an open option where other governing law or venue can be used. In each case, the draftsman must make sure to tune the print clauses having regard of the chosen governing law.

Singapore Ship Sale Form 2011

Singapore launched its own sale form in 2011. One of the main differences is that the main option for arbitration venue is Singapore, with governing law being Singaporean or English. In addition, the form also has an «open option» like NFS 2012. Its provisions seem inspired by NFS 1993, although the order of clauses is a bit different. It has been a bit criticized for being too legal and detailed, so it is more difficult to use it without legal advice. However, from a lawyers’ perspective it is clearer on certain points as long as you make sure to adjust it to the transaction in question.

Nipponsale 1999

The third format we see used is Nipponsale 1999. This is the Japanese form and has standard arbitration venue in Tokyo. It does not actually have a provision on governing law, and leaving this silent we must assume Japanese law will be applied. We see this form regularly used in purchases with Japanese sellers. In our experience, you must be prepared to accept this format when dealing with Japanese owners. The format is shorter and simpler than the other two forms, and from a lawyers’ perspective a bit «thin» and needs to be supplemental on some of the provisions.

Rider clauses

Additional clauses, known as rider clauses, can be added to the standard format of one of the aforementioned forms as a separate document in word, or within the template. Rider clauses might cover a variety of items, either tailor-made for special circumstances or simply common boilerplate clauses. Many contracts will add a clause introducing certain subjects (i.e. conditions for effectiveness of the agreement, such as board approval or debt financing, etc.). To the extent possible, we advise the parties to avoid subjects and hold off signing until the subjects are lifted. However, there may very well be a need for subjects, for example if the purchase of the vessel is subject to the award of a future contract for the vessel. Other clauses we often see are on confidentiality (included only in the Singapore Ship Sale Form 2011), Sanctions, Payment Procedure, guaranteed buyers’ obligations, or transfer/novation of Charter (if the vessel is sold with Charter attached).

An official, sample of the SALEFORM 2025 is not freely downloadable online, but you can preview official, placeholder watermarked templates directly through the BIMCO Contracts Portal :

Source: BIMCO