SALEFORM 2025: what changes in ship sale and purchase contracts

Most second-hand ships change hands on the Norwegian Saleform. On 26 February 2026 BIMCO announced that the Norwegian Shipbrokers' Association (NSA) and BIMCO had adopted SALEFORM 2025, the first major update since 2012. It keeps the familiar structure but writes into the standard text many points that brokers and lawyers used to add as rider clauses. These are the changes that matter most in practice.

Who prepared it and where to get it

The form was drafted by a joint NSA–BIMCO subcommittee and adopted by BIMCO's Documentary Committee; the NSA holds the copyright. It is available through BIMCO SmartCon and Sea/contracts, together with official clause-by-clause Explanatory Notes. SALEFORM 2012 remains available as well, so the parties must agree which edition they are using.

Deposit: an escrow agent instead of a joint account

• A third-party Escrow Agent — for example a bank or a law firm — holds the deposit under a separate Escrow Agreement between sellers, buyers and the agent.
• Buyers lodge the deposit within three Banking Days after the MOA and the Escrow Agreement have been signed and exchanged and the agent has confirmed in writing that it is ready to receive it.
• Both parties must give the agent its KYC and anti-money-laundering documents without undue delay. An optional "long-stop" lets either party terminate without liability if KYC is not completed within an agreed number of days; if no number is inserted, it does not apply.

Payment: three options

Clause 3 offers three alternatives: the traditional payment on delivery (the default), prefunding the balance into the escrow account before delivery, or a conditional payment through SWIFT. Buyers using bank finance should check that prefunding fits their loan conditions, which often require the ship to be free of encumbrances at drawdown.

Inspection, notice of readiness and the cancelling date

• A new option, 4(c), allows a purchase without a physical inspection, relying on documents and class records alone.
• Sellers must tender a valid notice of readiness before the cancelling date, and a notice is valid only when the ship is at the delivery place and physically ready. Failing to do so is a breach by the sellers.
• If the ship stops being ready after notice has been given, sellers may give a new notice up to the cancelling date; if delivery then takes place more than three Banking Days after the original notice, sellers pay the buyers' reasonable extra costs.
• When sellers propose a new cancelling date, buyers have three Banking Days to terminate; otherwise the proposed date applies. New rules also link the underwater inspection to the notice and extend the cancelling date automatically in defined cases.

Bunkers and closing

• Remaining bunkers and unused lubricants are established by a joint survey on board no later than one day before delivery, with an agreed allowance for consumption until delivery — a frequent source of last-minute disputes.
• Closing is virtual by default: the sale can close on electronic copies, with originals exchanged afterwards where needed. Each party provides a company certificate at least 14 Banking Days before delivery, and a handwritten signature is required if an electronic one is not accepted.

New compliance clauses

• Anti-bribery and corruption (Clause 16): mutual warranties, and a right to terminate and recover the deposit if the other side's breach exposes you.
• Sanctions (Clause 17): warranties on both sides, no obligation to perform where performance would expose a party to sanctions, and a no-fault termination if the sale itself becomes a sanctioned activity. Buyers also undertake, without time limit, not to employ or resell the ship in breach of sanctions after delivery.
• EU ETS and FuelEU Maritime (Clauses 18 and 19): BIMCO's 2025 clauses for sale contracts split emissions reporting, allowances and FuelEU compliance balances between the parties at delivery, with a price adjustment for a negative balance.
• Confidentiality (Clause 23): both parties keep the deal confidential, and the duty survives termination.

Sellers' default and loss of bargain

Clause 14 now confirms that if buyers terminate and the sellers' negligence is proven, buyers may claim loss-of-bargain damages. On 22 July 2026 the UK Supreme Court reached the same result for NSF 2012 in The Lila Lisbon [2026] UKSC 23, so sellers carry this exposure under either form — especially in a rising market.

Practical checklist

• Agree the escrow terms together with the MOA, and start KYC early.
• SALEFORM 2025 still has no "subjects" clause: put financing or board-approval conditions in an addendum.
• For ships trading to the EU, obtain verified emissions data before signing so the ETS and FuelEU figures can be completed.
• Contract clauses do not replace sanctions due diligence on the counterparty, the ship's trading history and its post-delivery employment.

Our sale and purchase desk works on both NSF 2012 and SALEFORM 2025 and can guide you through the new mechanics. Talk to our S&P brokers.