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SALEFORM 2025 – A More Realistic Foundation for Today’s S&P Deals 23 April 2026

When BIMCO introduced SHIPSALE 22, we noted in our earlier commentary that it was a welcome refresh of the Norwegian SALEFORM 2012 (“NSF 2012”), although it still left parties relying on a familiar suite of riders to deal with the realities of modern sale and purchase transactions.

However, SHIPSALE 2022 did not garner wide market uptake – a point perhaps underlined by BIMCO’s introductory remarks on SALEFORM 2025, which did not reference SHIPSALE 2022, in stating that:

“…the decision to update the form stemmed from the NSA’s initiative to modernise the agreement by addressing the clauses most frequently amended in practice and by incorporating provisions that reflect the current regulatory landscape governing the sale and purchase of ships. Although SALEFORM 2012 continued to meet the industry’s needs, it had become clear that a modest update was necessary to reflect the amendments and rider clauses most commonly applied in practice.”

"Given SHIPSALE 2022’s limited uptake, this article will only compare SALEFORM 2025 to the NSF 2012, in seeking to address from the market’s perspective whether the new form genuinely marks a shift in S&P transactions."

With the formation of a joint committee, on 26 February 2026 the Norwegian Shipbrokers’ Association and BIMCO adopted SALEFORM 2025, a more ambitious re‑working of NSF 2012 designed to bring the document in line with the heightened landscape of compliance expectations amidst current geopolitical uncertainty and reflect the modern methods in which sale and purchase (“S&P”) transactions are conducted today.

Given SHIPSALE 2022’s limited uptake, this article will only compare SALEFORM 2025 to the NSF 2012, in seeking to address from the market’s perspective whether the new form genuinely marks a shift in S&P transactions.

A more grounded and practice‑aligned structure

From the outset, SALEFORM 2025 is noticeably more structured than its predecessor. Whereas the NSF 2012 was deliberately thin, the SALEFORM 2025 form reflects the way transactions are actually run. For example, virtual closings are expressly recognised, electronic document exchange is accommodated and the closing documentation list is more complete.

These changes will be welcomed by practitioners as they reduce the need for the ‘standard riders’ that had become routine under the NSF 2012.

That said, SALEFORM 2025 still treats electronic signatures cautiously. Many registries and financiers have moved further than the drafting suggests and the conservative default may require updating in practice and is open to further evolution in future.

Escrow, KYC and payment mechanics – catching up with the compliance era

Escrow arrangements and KYC processes have long been areas where NSF 2012 has not reflected common practice. SALEFORM 2025 somewhat belatedly appears to take a more realistic, practice-focussed approach.

The introduction of a defined concept of KYC Documentation, the obligation to provide it promptly, and the ability to terminate if the escrow agent is not ready within an agreed period all reflect the compliance-driven environment in which deals now operate. BIMCO’s updated Clause 2 seeks to resolve practical issues brought into focus by the UK Supreme Court’s judgment in King Crude Carriers SA & Ors v Ridgebury November LLC & Ors [2025] UKSC 39 (see our article on this key case here). The judgment established that the buyer’s failure to provide KYC documents “without delay” would only give the sellers a claim in damages for losses which may be suffered, rather than the ability to claim the deposit as a debt. Under the NSF 2012, a seller facing delays due to a buyer delaying the provision of KYC documents would therefore have limited recourse. This is addressed by SALEFORM 2025, which introduces an optional longstop mechanism, under which “the Agreement may be terminated if one party is unable to complete its KYC requirements within an agreed number of days.” As a practical point, if no number of days is inserted for the completion of KYC procedures, the optional inclusion does not apply.

The inclusion of alternative payment structures, including conditional SWIFT mechanics, is also a step forward to reflect today’s S&P transactions.

Despite a step forward, the drafting does not address some of the most common sources of delay such as financier‑controlled escrow arrangements, sanctions related payment blocks and strict compliance with a bank’s KYC requirements.

Inspection and drydocking – clearer mechanics but still class‑dependent

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"The underwater inspection and drydocking provisions have been expanded to provide clearer timelines, more structured consequences for defects and a mechanism for price adjustments where class does not require immediate repair."

The underwater inspection and drydocking provisions have been expanded to provide clearer timelines, more structured consequences for defects and a mechanism for price adjustments where class does not require immediate repair.

Compared with NSF 2012, which left many practical questions unanswered, this is a meaningful improvement.

However, the form continues to rely heavily on Classification Society discretion. In practice, parties often want more control over what constitutes a ‘defect’ or ‘class affecting’ issue and the absence of a built-in dispute mechanism means this will remain a negotiation point.

Documentation – a more complete and realistic closing package

The expanded list of delivery documents reflects what buyers now expect as standard. Requirements such as a recent Class Maintenance Certificate, updated corporate certificates and evidence of termination of satellite communications contracts bring the form closer to market practice.

This is a clear step forward from NSF 2012.

The drafting could have gone further to include sanctions confirmations, ETS/FuelEU compliance statements and any standardised approach to electronic document exchange platforms which are all currently addressed through riders.

Sanctions, anti‑bribery and compliance – long overdue

NSF 2012 pre‑dated the current sanctions landscape. SALEFORM 2025 introduces a comprehensive sanctions clause and a standalone anti‑bribery and corruption clause, both of which reflect the environment in which S&Ps are now conducted.

The form does not address survival of sanctions warranties post‑delivery, responsibility for sanctions driven KYC delays or the treatment of AIS gaps or opaque trading histories, all of which regularly arise in practice.

ETS and FuelEU Maritime – essential for EU‑trading tonnage

NSF 2012 did not contemplate EU ETS or FuelEU Maritime and so parties have been relying on standalone BIMCO clauses and riders.

SALEFORM 2025 integrates both regimes directly into the form to reflect the compliance requirements which is essential for EU‑trading tonnage. The allocation of responsibility for verified emissions reports, surrendering allowances and FuelEU compliance balances is now embedded in the document rather than bolted on.

Although these clauses are thorough, the absence of default values or a dispute mechanism where parties fail to agree numbers or contest emissions data means these provisions will require detailed review and negotiation.

Sellers’ default – a more realistic allocation of risk

SALEFORM 2025 introduces compensation for late delivery and expands the scope for buyers to claim loss of bargain where sellers are negligent and this is more buyer-friendly than NSF 2012, reflecting the commercial consequences of missed delivery windows. This major development came at an interesting juncture given the case of Orion Shipping And Trading LLC v Great Asia Maritime Limited [2025] EWCA Civ 1210 (the “Lila Lisbon”). The English Court of Appeal, in contrast to the Commercial Court, held that a buyer who cancels the MOA for sellers’ negligence may seek loss of bargain damages (see WFW’s article on this important ruling here). Although permission to appeal the Court of Appeal’s judgment to the Supreme Court has been granted – with a hearing listed for June 2026 – the buyer-friendly amendment to Clause 14(e) of SALEFORM 2025 pre-empts the outcome. BIMCO’s explanatory note on Clause 14 explicitly acknowledges the Lila Lisbon, stating:

“It is highlighted that at the time of publishing the UK Supreme Court has not yet issued its ruling on the case. However, the additional wording is designed to operate regardless of the outcome of the case providing legal certainty to the users of the form.”

However, the drafting still avoids explicit treatment of consequential losses and delays caused by third‑party service providers such as class, registries or banks which are issues that frequently delay closing timetables. This may become a point to be addressed in future forms, although it is perhaps more likely that such claims for compensation will remain founded on general contractual loss principles.

"SALEFORM 2025 is both more complete and more strongly reflective of modern practice given the regulatory and compliance landscape in which transactions are now executed."

Is SALEFORM 2025 a better contract than NSF 2012?

SALEFORM 2025 is both more complete and more strongly reflective of modern practice given the regulatory and compliance landscape in which transactions are now executed. It reduces reliance on standard riders, integrates ETS and FuelEU in a way that NSF 2012 cannot, and provides clearer mechanics on inspections, payment and remedies.

NSF 2012 remains a workable starting point particularly for parties who prefer a lighter template, and, as BIMCO says, has “continued to meet the industry’s needs”. However, for transactions involving EU‑trading tonnage, complex financing arrangements or heightened compliance scrutiny, the SALEFORM 2025 offers a more refined, realistic and commercially-aligned foundation with a couple of key improvements reflecting recent case law developments

The SALEFORM 2025 is a meaningful step forward from the NSF 2012. However, as we have seen with SHIPSALE 22, this does not guarantee widespread adoption. We will watch with interest as to whether SALEFORM 2025 supplants NSF 2012 as the new market standard.

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