Hello Queseanians,
Major developments that are now influencing commercial contracts in ship transactions.
BIMCO’s Documentary Committee has recently adopted two new clauses, a FuelEU Maritime Clause and an ETS Clause, for incorporation into Memoranda of Agreement (MoAs) for the sale and purchase of vessels.
These clauses aim to provide contractual clarity and risk allocation in light of the FuelEU Maritime Regulation and the EU Emissions Trading System (EU ETS) frameworks that impact compliance obligations related to greenhouse gas emissions and low-carbon fuels in the maritime sector.
Both FuelEU Maritime and EU ETS introduce complex regulatory requirements that can materially affect the value and responsibilities of vessels at the point of sale. Without specific contractual provisions, parties may face uncertainty around who bears compliance costs, reporting duties, and potential penalties.
The newly adopted clauses help to address these gaps by clearly defining responsibilities, data-sharing obligations, and financial adjustments between buyers and sellers.
FuelEU Maritime Clause (MoAs 2025)
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Seller obligations: Sellers must demonstrate compliance with FuelEU Maritime at delivery and disclose verified compliance balances from previous reporting periods.
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Partial reporting: A partial FuelEU report is to be provided after delivery.
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Price adjustments: The clause includes mechanisms for price adjustments based on positive or negative compliance balances and limits on borrowing future compliance credits before delivery.
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Transfer of responsibilities: After delivery, the buyer assumes full responsibility for ongoing FuelEU compliance including banking, borrowing, and pooling of compliance balances.
ETS Clause (MoAs 2025)
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Seller’s compliance: Sellers must satisfy all ETS reporting requirements up to the delivery date and submit a verified partial emissions report post-delivery.
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Allowance treatment: Sellers are responsible for surrendering emission allowances for pre-delivery emissions, while buyers take on ETS obligations from delivery onward.
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Indemnity protection: The clause includes an indemnity to protect buyers against liabilities arising from the seller’s non-compliance before delivery.
Practical Takeaways for Shipping Professionals
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The new clauses support contract certainty by embedding regulatory compliance aspects into ship sale contracts.
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They help manage commercial risk and avoid post-delivery disputes related to environmental compliance.
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Adoption of these clauses reflects the industry’s ongoing efforts to align contractual frameworks with EU regulatory developments affecting decarbonisation and emissions reporting.
If you’re involved in sale and purchase negotiations or advising on MoAs, it is timely to familiarise yourself with these clauses and how they may apply to your transactions going forward.
Refrence: