FuelEU Maritime Clause for Memoranda of Agreement 2025

FuelEU Maritime Clause for Memoranda of Agreement 2025

Notwithstanding any other provision under this Agreement, the Parties hereby agree as follows:

“Compliance Balance” means the measure of the Vessel’s over- or under-compliance with regard to the limits for the yearly average GHG intensity of the energy used on board by the Vessel during Voyages within the scope of FuelEU Maritime, which is calculated in accordance with Part A of Annex IV of FuelEU Maritime.

“FuelEU Database” means the electronic database for the monitoring and recording of compliance with FuelEU Maritime established by the European Commission.

"FuelEU Maritime" means Regulation (EU) 2023/1805 of the European Parliament and of the Council, governing the use of renewable and low-carbon fuels in maritime transport, and amending Directive 2009/16/EC as amended from time to time, including all implementing acts and delegated acts and regulations.

“FuelEU Penalty” means the penalty in respect of a Reporting Period calculated in accordance with FuelEU Maritime, taking into account, where applicable under this Clause, any multiplier as set out in Article 23(2) of FuelEU Maritime.

"FuelEU Report" means a report as referred to in Article 15(3) of FuelEU Maritime submitted in respect of the Vessel and recorded in the FuelEU Database.

"FuelEU Verification Report" means a verification report as referred to in Article 16 of FuelEU Maritime in respect of either a FuelEU Report or Partial FuelEU Report which has been issued by the Verifier and recorded in the FuelEU Database.

“GHG Intensity” means the amount of GHG emissions per megajoule (MJ) of the fuels and energy, expressed in grams of CO₂ equivalent units (gCO₂eq/MJ), used on board the Vessel under the scope of FuelEU Maritime, calculated in accordance with the methodology set out in Annex I of FuelEU Maritime.

“Partial FuelEU Report” means a report for a partial Reporting Period as referred to in Article 15(4) of FuelEU Maritime submitted in respect of the Vessel and recorded in the FuelEU Database.

“Reporting Period” means a period from 1 January to 31 December of the year during which information referred to in FuelEU Maritime is monitored and recorded.

“Verifier” means the legal entity carrying out verification activities and accredited in accordance with FuelEU Maritime with respect to the Vessel at the date of this Agreement.

“Voyage” means a voyage as defined in Article 3, point (c), of Regulation (EU) 2015/757.

(a) The Sellers warrant that:

(i) at the time of delivery, they have complied with all obligations applicable to the Vessel under FuelEU Maritime for the current and the immediately preceding Reporting Period; and

(ii) from the date of this Agreement and until the time of delivery, they will not borrow any Compliance Balance from the Reporting Period in which delivery will occur.

(b) Where the Vessel has conducted any Voyage, to which FuelEU Maritime applies, the Sellers shall:

(i) notify the Verifier and provide all required information, pursuant to Article 15(4) of FuelEU Maritime regarding transfer of ownership, together with information in relation to banking, borrowing and pooling of any Compliance Balance;

(ii) provide the Vessel’s Compliance Balance, verified and/or validated by the Verifier, for the two previous Reporting Periods (where and to the extent applicable), reflecting any pooling, banking or borrowing, to the Buyers no later than [insert number of days]* Banking Days prior to the estimated time of delivery; and

(iii) notify the Buyers in writing no later than [insert number of days]** Banking Days prior to the estimated time of delivery of the known validated aggregated Compliance Balance at the time of notification and the projected estimated Compliance Balance of the Vessel incurred for the current Reporting Period and until the estimated time of delivery.

(iv) provide to the Buyers estimates of the underlying information and data to be contained in a Partial FuelEU Report for the current Reporting Period up to the estimated time of delivery together with any relevant information recorded on the FuelEU Database, no later than [insert number of days]* Banking Days prior to the estimated time of delivery. Thereafter, subject to subclause (c), the Sellers shall provide to the Buyers a copy of the Partial FuelEU Report no later than one (1) month after delivery and the corresponding FuelEU Verification Report together with any supporting information, verification assessment(s), data and documentation latest seven (7) days after receipt from the Verifier.

(c) Where either the last port prior to delivery and/or the next port after delivery is a port of call for the purposes of FuelEU Maritime, the Buyers shall without undue delay provide any information as required under FuelEU Maritime for the time after delivery for the completion of the Partial FuelEU Report.

(d) If the aggregated and estimated Compliance Balance notified under subclause (b)(iii) is negative, the Sellers shall provide the calculation and independently validated data used to determine the FuelEU Penalty and the Buyers shall have the right to deduct from the Purchase Price a sum equal to [insert currency and amount]*** per tonne of CO₂ equivalent.

(e) ****If the Vessel has had a negative Compliance Balance for the last two consecutive complete Reporting Periods or more, the Buyers shall have the right to deduct the sum of [insert currency and amount] from the Purchase Price. The Parties agree that this sum reflects the Buyers’ expected future exposure to the FuelEU multiplier after the time of delivery in accordance with FuelEU Maritime.

(f) ****If the aggregated and estimated Compliance Balance notified under subclause (b)(iii) for the Vessel is positive for the current Reporting Period as of the time of delivery, the Buyers shall pay the Sellers a sum equal to [insert currency and amount] per tonne of CO₂ equivalent for the positive Compliance Balance, up to a maximum of [insert currency and amount], at the same time and place as the Purchase Price.

(g) *****If the Vessel has failed to meet the requirements set out in Article 6 of the FuelEU Maritime during the current and/or the immediately preceding Reporting Period(s), then an amount equal to the FuelEU Penalty calculated in accordance with Article 23(5) of FuelEU Maritime, as may be amended from time to time or words to that effect, shall be deducted from the Purchase Price.

(h) The Buyers shall assume full responsibility for FuelEU Maritime compliance at the time of delivery and, unless otherwise agreed in writing by the Parties, it is expressly understood that this shall include any rights, ownership, entitlements and decisions in respect of the banking, borrowing and pooling of the Compliance Balance at the time of delivery.

* If the number of days is not inserted in subclause (b)(ii), the default shall be seven (7) Banking Days.

** If the number of days is not inserted in subclauses (b)(iii) and (b)(iv), the default shall be two (2) Banking Days.

*** If currency and amount are not inserted in subclause (d), then the amount equal to the FuelEU Penalty per tonne of CO2 equivalent as calculated in accordance with the FuelEU Maritime shall apply.

**** If currency and amount are not inserted in subclauses (e) and/or (f), then those subclause(s) shall not apply.

***** Subclause (g) is only applicable to container vessels and passenger vessels from 1 January 2030.