The release of SALEFORM 2025 represents a further step in the continued evolution of standard documentation for ship sale and purchase transactions. Developed jointly by the Norwegian Shipbrokers’ Association (NSA) and BIMCO, the 2025 edition reflects accumulated market experience, regulatory and legal developments and evolving transactional practices, while maintaining a structure familiar to users of previous editions.
Scope of the Revision
Escrow and Payment Structures
Sellers’ Default and Loss of Bargain
Compliance and Environmental Regulation
Confidentiality
Further Drafting Revisions
SHIPSALE 22
Conclusion
Scope of the Revision
Rather than a complete overhaul, the revision focuses on targeted amendments responding to how ship sale agreements are negotiated and executed in today’s market. SALEFORM 2025 brings a number of established market practices directly into the standard text, including clearer procedures for payment, delivery and termination. It also integrates provisions addressing sanctions compliance, anti‑bribery and corruption, and environmental regulation.
Previously, matters such as escrow arrangements, compliance requirements and environmental regulation were often addressed through rider clauses. By incorporating these issues into the standard form, SALEFORM 2025 aims to simplify documentation and reduce the need for bespoke drafting. Judicial developments have also influenced the revision, with the intention of improving contractual certainty in key areas of performance and termination.
Escrow and Payment Structures
A key change introduced by SALEFORM 2025 is the replacement of the deposit holder concept with a formal escrow agent structure. The escrow arrangements are documented through a separate escrow agreement, which must be signed and exchanged alongside the memorandum of agreement (MoA). Under this framework, the deposit becomes payable only once both agreements have been executed and exchanged and the escrow agent has confirmed its readiness to receive the funds.
The revised wording also imposes express obligations on both parties to provide the escrow agent with all required know‑your‑customer (KYC) and anti‑money laundering (AML) documentation without undue delay. An optional termination mechanism applies where the escrow agent is unable to confirm readiness to receive the deposit after a certain period of time, allowing a party that has complied with its KYC obligations to terminate the agreement without liability, recognising that delays may arise through no fault of either party.
In addition, SALEFORM 2025 introduces three alternative payment mechanisms within the standard form, enabling the parties to select the structure most appropriate for their transaction. These options include payment of the balance at delivery following release of the deposit, advance remittance of the balance in the escrow agent’s account to be released on delivery, or payment through a conditional SWIFT MT199 and MT103 mechanism with funds held to the buyers’ order. The alternatives operate on a mutually exclusive basis and are intended to accommodate differing financing arrangements and closing preferences without necessarily requiring bespoke drafting.
Sellers’ Default and Loss of Bargain
The sellers’ default régime has been clarified and restructured for improved readability. The form now expressly addresses the buyers’ entitlement to compensation where the sellers’ proven negligence results in a failure to give valid notice of readiness or to complete a legal transfer by the cancelling date.
Where the buyers elect to terminate in such circumstances, the agreement confirms that compensation may include loss of bargain. By addressing loss of bargain expressly, the revised wording seeks to clarify the remedies available to buyers and the allocation of risk between the parties in defined circumstances.
Compliance and Environmental Regulation
SALEFORM 2025 provides a consolidated and structured approach to regulatory compliance by incorporating dedicated provisions addressing anti-bribery and corruption (ABC), sanctions and the FuelEU and EU ETS environmental regulations.
The agreement includes a comprehensive ABC clause imposing reciprocal warranties, indemnification obligations and termination rights where non-compliance exposes the counterparty to regulatory risk. A standalone sanctions clause sets out detailed definitions, reciprocal warranties, notification obligations and performance protections. The clause addresses both breach-based termination and no-fault termination scenarios where performance becomes prohibited due to sanctions developments beyond the parties’ control. It also includes continuing post-delivery undertakings restricting the buyers’ use of the vessel in sanctioned activities.
SALEFORM 2025 further incorporates the Emissions Trading Scheme Clause for Memoranda of Agreement 2025 and the FuelEU Maritime Clause for Memoranda of Agreement 2025 providing a standardised contractual allocation of responsibility for reporting, allowances, penalties and compliance before and after delivery.
Confidentiality
In line with common market practice SALEFORM 2025 introduces a standalone confidentiality clause, which extends confidentiality obligations to the parties’ advisors, lenders and investors, confirms that such obligations survive termination of the agreement, and clarifies that breach of confidentiality does not give rise to a termination right.
Further Drafting Revisions
Beyond the structural amendments, SALEFORM 2025 introduces a number of drafting refinements aimed at addressing issues frequently encountered in practice and improving certainty at key stages of the transaction. The form includes an express alternative allowing the parties to agree to proceed without a physical inspection of the vessel, clarifying that the sale may become outright and definite based on inspection of classification records alone.
The provisions governing notice of readiness and the cancelling date have also been refined. These include clearer articulation of the sellers’ obligation to tender a valid notice of readiness, express links between anticipated delivery dates and any proposed extension of the cancelling date, and defined timeframes within which the buyers must exercise termination rights.
Further refinements address closing-stage issues. The provisions on bunkers, lubricating and hydraulic oils and greases establish a structured mechanism for joint onboard measurement prior to delivery, together with agreed allowances for consumption between survey and delivery. The documentation régime has been updated to reflect modern closing practice, expressly facilitating virtual closings, exchange of electronic copies with originals to follow where required, and updated electronic signature provisions with fallback handwritten execution where necessary.
SHIPSALE 22
BIMCO published SHIPSALE 22 in 2022. This standard form ship sale agreement addresses escrow arrangements, express KYC requirements, sanctions and anti-corruption clauses, confidentiality provisions, and flexibility in relation to inspection. Both forms adopt a transaction-oriented structure designed to reflect the practical sequence of a ship sale, from signing through delivery to post-delivery obligations.
In addition, SHIPSALE 22 includes a standalone Subjects clause allowing the parties to make the agreement conditional upon matters such as financing or internal approvals. It also contains a Disruptive Banking Event mechanism, giving buyers limited additional time to lodge the deposit where delays result from banking system failures or compliance processes beyond the buyers’ control. The form includes the BIMCO Electronic Signature Clause 2021 which contains a detailed framework governing electronic signatures. The explanatory notes of SHIPSALE 22 and a sample copy can be accessed here.
Conclusion
SALEFORM 2025 represents a substantial update to the SALEFORM framework and, together with SHIPSALE 22, forms part of a suite of standard agreements available to support ship sale and purchase transactions, including sale and leaseback agreements, across a range of commercial and regulatory contexts. Market participants may select the form best aligned with the characteristics of a particular transaction, taking into account payment structures, regulatory considerations and commercial preferences.
