The Documentary Committee of BIMCO has adopted a FuelEU Maritime Clause and an ETS Clause for incorporation into Memoranda of Agreements (MoAs) for the sale and purchase of ships.
The FuelEU Maritime Regulation and the EU Emissions Trading System (EU ETS) can impact the sale and purchase of ships, and the clauses have been developed to help provide certainty for both parties during the process.
Stinne Taiger Ivø, BIMCO Deputy Secretary General and Director of Contracts, said: “Regulations such as the FuelEU Maritime and EU ETS are complex and reshape our industry. Therefore, contractual clarity is essential. The new clauses offer parties the tools they need to manage compliance obligations and avoid uncertainty during ship transactions.”
Both clauses are developed to clearly define responsibilities, costs and data-sharing obligations under the current regulatory frameworks, and the ETS clause can also be used for similar emission trading schemes that may come into force in the future.
The FuelEU Maritime Clause for MoAs 2025 sets out the seller’s responsibilities to ensure compliance at the time of delivery of the ship. The clause includes provisions on disclosure of verified compliance balances for previous reporting periods and provides for a partial FuelEU report after delivery. It includes mechanisms for price adjustments, based on positive or negative compliance balances, restrictions on borrowing advance compliance balance before delivery and obligations for buyers to supply post-delivery data as needed. At delivery, buyers assume full responsibility for FuelEU compliance, including rights related to banking, borrowing, and pooling compliance balances.
The ETS Clause for MoAs 2025 provides a framework for allocating responsibilities related to GHG emission allowances during ship sale and purchase transactions. Sellers must comply with all reporting requirements for the period up to delivery, submit a verified partial emission report following delivery and surrender emission allowances for emissions incurred before transfer of ownership. Buyers assume responsibility for emission allowances from the time of delivery onward. The clause includes an indemnity provision to protect buyers against claims or liabilities arising from the sellers’ non-compliance prior to delivery to ensure clarity and fairness.
Nicholas Fell, Chair, BIMCO Documentary Committee, concluded: “With this latest addition, BIMCO is expanding its portfolio of carbon clauses to support the industry through regulatory change. Like the clauses already in the portfolio, the new clauses are practical, consensus-driven solutions which have been developed using input from a broad range of stakeholders to ensure that they work in practice.”
