BIMCO has commenced work on the development of a standard contractual clause to address new EU requirements applicable to tanker sale and purchase transactions.
The initiative follows the adoption of the European Union’s 20th sanctions package against Russia on 23 April 2026, which introduced mandatory due diligence and contractual requirements for EU sellers of tankers.
At the same time, the broader sanctions landscape continues to evolve. In the United Kingdom, the Russia (Sanctions) (EU Exit) (Amendment) Regulations 2026 (SI 2026/543), which entered into force on 20 May 2026, have introduced expanded trade and maritime restrictions, including measures relating to the transportation of Russian-origin LNG and the provision of services to certain vessels. While these developments do not introduce equivalent contractual requirements for tanker sales, they further illustrate the increasing regulatory focus on maritime activities and sanctions compliance.
New regulatory framework for tanker sales
Under the revised EU sanctions regime, EU sellers are required to undertake a structured compliance process when selling tankers to third-country buyers. In particular, sellers must:
- Conduct and document a risk assessment addressing the possibility of onward transfer to Russia
- Implement appropriate mitigation measures to manage identified risks; and
- Notify the relevant competent authority of each sale, including details of the parties involved and the vessel.
These requirements reflect a broader regulatory approach placing increased emphasis on due diligence and accountability in tanker sale transactions, with sellers expected to actively assess and manage sanctions-related risks.
Mandatory resale restrictions
A key feature of the new measures is the requirement that tanker sale contracts include a contractual prohibition on resale to Russian entities or use in Russia.
Importantly, this restriction must flow through the contractual chain. Buyers are therefore required to include equivalent provisions in any subsequent sale or transfer, ensuring that the restriction continues to bind each future owner for as long as the measure remains in force.
This “flow-through” mechanism has a significant impact onthe ship sale and purchase market, extending compliance obligations beyond the initial transaction and requiring contractual consistency across successive sales.
Market impact and industry feedback
The new requirements are expected to have an immediate impact on tanker sale and purchase transactions and have already generated enquiries from BIMCO members and other industry stakeholders regarding the practical application of the rules and the need for a standard contractual solution.
In light of this feedback, and recognising the increased complexity arising from due diligence obligations, notification requirements and ongoing resale restrictions, BIMCO has, in consultation with its Documentary Committee, decided to prioritise work on a dedicated contractual clause to address these issues in a practical and commercially balanced manner.
Particular challenges are expected to arise in relation to the allocation of responsibility for compliance, the scope of due diligence obligations and the implementation of resale restrictions across different jurisdictions.
BIMCO to prioritise development of a standard clause
In response, BIMCO is establishing a dedicated subcommittee to develop a Russia Tanker Resale Restrictions Clause for use in memoranda of agreements, with the work being treated as a priority project.
The objective is to develop a neutral and commercially balanced clause that:
- Reflects the regulatory requirements imposed on EU sellers
- Clearly allocates risk and responsibility, including in relation to due diligence obligations and onward sale restrictions; and
- Supports consistent market adoption, reducing legal uncertainty and transactional friction.
Work on the clause is expected to commence shortly.
