As environmental regulations reshape global shipping, the FuelEU Maritime Regulation and the EU Emissions Trading System (EU ETS) are having a growing impact on ship sale and purchase transactions. To provide clarity and reduce uncertainty for both buyers and sellers, BIMCO has developed new contractual clauses designed to clearly allocate responsibilities, costs, and compliance obligations during vessel transfers.
FuelEU Maritime Clause: Defining Compliance at Delivery
The FuelEU Maritime Clause for MoAs 2025 clearly outlines the seller’s responsibilities up to the point of delivery. Sellers must ensure compliance with FuelEU requirements and disclose verified compliance balances for previous reporting periods. The clause also provides for the submission of a partial FuelEU report after delivery, ensuring transparency during the transition of ownership.
To manage financial and regulatory risks, the clause includes mechanisms for price adjustments based on positive or negative compliance balances. It also restricts sellers from borrowing future compliance balances before delivery and requires buyers to supply post-delivery operational data when necessary. Once the vessel is delivered, full responsibility for FuelEU compliance including banking, borrowing, and pooling of compliance balances passes to the buyer.
EU ETS Clause: Allocating Emission Allowance Responsibilities
The ETS Clause for MoAs 2025 establishes a clear framework for managing greenhouse gas emission allowances during ship transactions. Sellers are responsible for fulfilling all reporting requirements up to the delivery date, submitting a verified partial emissions report after delivery, and surrendering emission allowances for emissions generated prior to the transfer of ownership.
From the moment of delivery, buyers assume responsibility for emission allowances going forward. To protect buyers, the clause includes an indemnity provision that safeguards them against claims or liabilities arising from the seller’s failure to comply with ETS obligations before delivery. Importantly, the clause is also adaptable for future emissions trading schemes beyond the EU ETS.
With the introduction of these clauses, BIMCO continues to expand its portfolio of carbon-related contractual solutions, helping the maritime industry navigate complex regulatory changes. By clearly defining responsibilities and reducing uncertainty, the new FuelEU Maritime and EU ETS clauses provide practical, consensus-driven tools that promote fairness, transparency, and regulatory compliance in ship sale and purchase agreements.
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Source: BIMCO
