BIMCO introduces new FuelEU Maritime and ETS clauses for vessel sale agreements

BIMCO has unveiled a new set of contractual clauses aimed at helping shipowners and buyers manage the growing compliance burden created by Europe’s climate regulations. The clauses, designed for inclusion in sale-and-purchase memoranda of agreement (MoAs), offer a clearer framework for handling FuelEU Maritime requirements and obligations under the EU Emissions Trading System (EU ETS) during a vessel transaction.

The global shipping association said the provisions aim to eliminate ambiguity around fuel-compliance balances, emissions reporting responsibilities, and the surrender of allowances as ships change hands — areas that have grown significantly more complex with the EU’s tightened environmental rules.

Under the FuelEU Maritime clause, sellers must ensure the vessel is fully compliant at delivery. They are required to disclose verified compliance balances from earlier reporting periods and provide a partial compliance statement immediately after handover. The clause also includes pricing adjustment mechanisms tied to whether the vessel carries a positive or negative compliance balance at delivery, and it restricts the seller from borrowing future compliance to improve the reported status.

After the transfer of ownership, buyers take over all FuelEU responsibilities, including control of banking, borrowing or pooling compliance balances going forward.

The new ETS Clause sets out how emissions allowances are to be handled during a sale. Sellers remain responsible for reporting and surrendering allowances for all emissions produced up to the point of handover, and must submit a verified partial emissions report after delivery. From that moment onward, the buyer assumes all reporting obligations and allowance requirements. An indemnity provision also ensures buyers are protected against any non-compliance by the seller prior to delivery.

BIMCO noted that the clauses were drafted with flexibility in mind so they can be adapted for use in emissions-trading schemes that may be launched outside the EU.