An overview of BIMCO’s FuelEU Maritime Clause for Memoranda of Agreement 2025

Purpose and Scope

Seller’s Warranties

Data Sharing and Verification

Buyer’s Post-Delivery Delivery Support

Financial Adjustments Reflecting Compliance Risk

Transfer of Responsibility

Use with Time Charter Parties

Conclusion

As shipping transitions toward lower  emission operations, contractual certainty in sale and purchase transactions has become increasingly important. The clause ensures that MoAs reflect the compliance landscape vessels now face when trading within the European Economic Area (EEA), equipping parties with the means to manage regulatory, financial and data sharing sharing responsibilities when ownership changes during an active FuelEU Maritime reporting period.

Purpose and Scope

The purpose of the clause is to ensure that rights, obligations and liabilities arising under FuelEU Maritime are fairly allocated between sellers and buyers. Central to this is transparency regarding the vessel’s greenhouse gas (GHG) intensity performance and any compliance balance accrued during prior reporting periods. Because FuelEU Maritime obligations are tied to the GHG intensity of the energy used on board—measured in grams of CO₂ equivalent per megajoule—ownership transfer during a reporting period requires careful alignment between the seller’s completed reporting obligations and the buyer’s future compliance exposure. The clause provides this alignment by requiring clear disclosure of the vessel’s compliance position and ensuring it is appropriately reflected in the transfer of ownership.

Seller’s Warranties

A central feature of the clause is the seller’s warranty. Sellers warrant that the vessel is fully compliant with all FuelEU Maritime obligations up to delivery, including those arising in both the preceding and the current reporting period. They also undertake not to borrow any compliance balance from the reporting period in which delivery occurs, from the time the MoA is signed until delivery.

This safeguard is particularly relevant in situations where delivery takes place during the verification period, when the window for borrowing is still open. Without such a restriction, a seller could borrow from the reporting period in which the vessel is delivered, thereby reducing the compliance balance that the buyer will rely on for that same period.

By prohibiting borrowing while still permitting banking and pooling, the clause strikes a deliberate balance—preserving reasonable operational flexibility for sellers while protecting buyers from inheriting compliance liabilities originating before delivery.

Data Sharing and Verification

The clause introduces data  sharing obligations on sellers, reflecting the critical role of emissions data under the Regulation. Sellers must notify the verifier of the change of ownership and provide all necessary information relating to banking, borrowing and pooling. They must also deliver verified and/or validated compliance balances for the two preceding reporting periods, as well as the validated aggregated and estimated compliance balance for the current period up until the time of delivery. While estimates are required ahead of delivery, sellers must also provide the full partial FuelEU report and subsequent verification report after delivery, ensuring that the buyers have a complete and independently validated record of the vessel’s compliance status. These obligations provide transparency at the point of sale and support both parties in evaluating commercial risks linked to FuelEU Maritime.

Buyer’s Post-Delivery Delivery Support

The clause also recognises that sellers may, in some situations, require post- delivery information from buyers in order to complete the partial FuelEU report. If the next port used of call after delivery qualifies as a port of call under the Regulation, the buyers must provide relevant voyage and emissions data without delay. This provision ensures timely submission of documentation to the relevant authorities.

Financial Adjustments Reflecting Compliance Risk

To ensure that the vessel’s compliance status is appropriately reflected in the purchase price, the clause contains several adjustment mechanisms. Where a vessel has a negative compliance balance, subclause (d) allows the buyers to deduct an agreed amount per tonne of CO₂ equivalent. An optional mechanism in subclause (e) permits a further deduction when the vessel has recorded two or more consecutive years of non- compliance, reflecting the exposure to FuelEU penalty multipliers. Conversely, subclause (f), also optional, allows the sellers to be compensated where the vessel has a positive compliance balance at delivery, recognising that surplus compliance provides tangible value. An additional adjustment applies specifically to container vessels and passenger vessels under Article 6 of the Regulation. If the vessel has failed to meet its onshore power requirements, the buyers may deduct the corresponding FuelEU penalty from the purchase price. Collectively, these pricing mechanisms ensure that compliance deficits and surpluses are clearly recognised and fairly apportioned at the point of sale.

Transfer of Responsibility

Upon delivery, the buyers assume full responsibility for the vessel’s compliance under FuelEU Maritime, including decisions relating to banking, borrowing and pooling. Although this reflects the position under the Regulation, its express inclusion provides clarity in situations where multiple contractual layers interact, such as concurrent time charter arrangements.

Use with Time Charter Parties

Where a vessel is sold with a time charter party attached, the clause emphasises the importance of ensuring that FuelEU responsibilities under the MoA are aligned with those under the charter. This is typically addressed through novation rather than within the MoA itself, ensuring continuity and coherence of FuelEU obligations across contractual relationships.

Conclusion

The FuelEU Maritime Clause for MoAs 2025 provides a much-needed contractual bridge between regulatory compliance and commercial practice as the industry adjusts to new decarbonisation requirements. By clarifying responsibilities, strengthening datasharing sharing obligations and aligning financial risk with a vessel’s compliance position, the clause offers both buyers and sellers a transparent and practical framework for managing FuelEU Maritime exposure during a sale. The clause is published as a stand-along clause and can be incorporated into BIMCO’s standard sale and purchase agreement SHIPSALE 22, Norwegian Sale Form Other MoA’s and together with its Explanatory Notes, it equips parties with the tools necessary to navigate vessel transactions confidently in an evolving regulatory landscape. 

Stay tuned—next week we’ll be publishing an article on the Emission Trading Scheme Clause for Memoranda of Agreement 2025