BIMCO and the Norwegian Shipbrokers’ Association have released SALEFORM 2025, updating the standard ship sale and purchase form with a formal escrow agent structure, three payment options and new compliance clauses, according to BIMCO’s publication.
The revision is not a full rewrite of the SALEFORM framework. It is aimed at moving common rider-clause issues into the standard text, including escrow arrangements, sanctions compliance, anti-bribery and corruption, FuelEU and EU ETS obligations, confidentiality and virtual closing procedures.
The most material change is the replacement of the deposit holder concept with a formal escrow agent model. The escrow agreement must be signed and exchanged alongside the memorandum of agreement, with the deposit becoming payable only once both documents are in place and the escrow agent has confirmed readiness to receive the funds.
The form also creates express obligations for both parties to provide know-your-customer and anti-money laundering documents without undue delay. If the escrow agent cannot confirm readiness after an agreed period, a party that has complied with its KYC obligations may terminate without liability.
SALEFORM 2025 introduces three mutually exclusive payment routes: balance payment at delivery after release of the deposit; advance remittance of the balance to the escrow agent for release on delivery; or payment through a conditional SWIFT MT199 and MT103 mechanism, with funds held to the buyers’ order. The sellers’ default regime has been tightened.
Buyers may seek compensation where sellers’ proven negligence prevents valid notice of readiness or legal transfer by the cancelling date. If buyers terminate in those circumstances, compensation may include loss of bargain.
The form also adds structured clauses on anti-bribery and corruption, sanctions, FuelEU and EU ETS. It incorporates the Emissions Trading Scheme Clause for Memoranda of Agreement 2025 and the FuelEU Maritime Clause for Memoranda of Agreement 2025, allocating responsibility for reporting, allowances, penalties and compliance before and after delivery.
Other changes cover confidentiality obligations for parties’ advisers, lenders and investors; sales without physical inspection; notice of readiness; cancelling-date extensions; bunkers and lubricants measurement; virtual closings; electronic copies; electronic signatures; and handwritten execution as a fallback.
BIMCO published SHIPSALE 22 in 2022. That form also covers escrow, KYC, sanctions, anti-corruption, confidentiality and inspection flexibility, and includes a Subjects clause, a Disruptive Banking Event mechanism and the BIMCO Electronic Signature Clause 2021.
BIMCO is an international shipping association that develops standard contracts, clauses and industry documentation for maritime transactions.
The Norwegian Shipbrokers’ Association is a professional association representing Norwegian shipbroking interests and involved in the development of standard ship sale documentation.