Ship Sale and Purchase

Ship Sale and Purchase

Sale of a ship will involve a capital expenditure generally running into millions of dollars. There are three (3) distinct sectors of the sale and purchase (S&P) market:

  • New Buildings
  • Secondhand
  • Demolition (Scrapping)

Secondhand ship market is the most active market. It is really rare for a ship to stay with the same owner from shipyard to scrapyard.

A ship might have an active life of 20-25 years depending on the freight market. During the ship’s active life of 20-25 years, the requirements of a ship operator can vary considerably. Thus, any shipowner is at some time might be a Buyer or a Seller in Ship Sale and Purchase (S&P) Market.

Selling a ship may be motivated by the need to dispose of ships made redundant by changing patterns of trade, or ships becoming obsolescent in a particular shipowner’s fleet and needing to be sold to make way for more modern additions.

When a ship becomes too old to keep in a trading condition economically and the only course left is to sell for demolition (scrap). Unfortunately, age is not always the reason for scrapping. For example, during the oil crises of the late 1970s and 1980s, many new ships were sold for demolition (scrapping). Prior to 1970s and 1980s shipping crises, there seemed to be no limit to the demand for crude oil carriers and every shipyard which could build VLCCs/ULCCs had full berths and order books.

During the shipping recession period, there was an inevitable massive reduction in the demand for oil resulting in some tankers going straight from the shipyard’s slipway to a lay-up berth. In such shipping crises, many shipowners could find no prospect of trade for their ships and no funds to pay for mothballing (put into long-term storage) ships so that demolition (scrapping) was the only course left. In some cases, it is usual for a shipowner to sell an obsolescent ship for demolition (scrapping) even though there may be secondhand buyers at a better price wanting the ship for trading. There are two (2) reasons for such apparently paradoxical behavior:

  1. Under some fiscal regimes, obtaining a high price for a ship near the end of active life may actually be disadvantageous from a taxation point of view
  2. Ship may be sold for further trading would mean there would now be two ships where there used to be only one. Ships naturally tend to be suitable for particular trades and so there is the risk that the seller would be creating problems for himself by providing a competitor with a ship with very low capital cost to amortize. New shipowner may be trading under a flag of convenience so that selling the redundant ship for further trading could risk increasing the amount of competition against the newly acquired ship

What is Ship Sale and Purchase (S&P) Market?

The ship sale and purchase market, often referred to as the ship sale and purchase (S&P) market, is a specialized sector of the maritime industry where ships are bought and sold. This market is crucial for the maritime industry as it allows for the trade, exchange, and reallocation of marine ships among various shipping companies and operators. Here are some key aspects of the S&P market:

  1. Types of Ships Traded: The market includes a wide variety of ships such as tankers, bulk carriers, container ships, and specialized ships like LNG carriers and offshore support ships. The demand and supply of different types of ships can vary based on market conditions and industry trends.
  2. Market Participants: The market involves various players including shipowners, buyers, shipbrokers, financiers, and legal advisors. Shipbrokers play a pivotal role in facilitating transactions by matching buyers and sellers, providing market intelligence, and negotiating deals.
  3. Pricing and Valuation: The price of ships is influenced by several factors including age, condition, size, market demand, and prevailing freight rates. Valuation of ships is a complex process that takes into account these factors along with earnings potential and comparable market transactions.
  4. Market Trends and Cycles: The ship sale and purchase (S&P) market is cyclical and influenced by global economic conditions, trade volumes, commodity prices, and regulatory changes. Periods of economic growth usually see increased activity in the market, while downturns can lead to a decline in sales and prices.
  5. Contractual Process: The process of buying and selling a ship involves complex contractual agreements. These agreements cover terms such as delivery and payment conditions, warranties, and clauses related to inspection and dry-docking.
  6. Regulatory Compliance and Due Diligence: Compliance with international maritime regulations and thorough due diligence are essential in the S&P market. This includes ensuring that ships meet safety and environmental standards.
  7. Financing and Investment: Financing plays a key role in the ship sale and purchase (S&P) market. Buyers often seek financing from banks or other financial institutions, and investment decisions are influenced by market forecasts and potential return on investment.
  8. Impact of Technology and Sustainability Trends: Advances in technology and increasing focus on sustainability are influencing the market. Eco-friendly ships and those with advanced technological features are becoming more desirable.
  1. Global Market Dynamics: The ship sale and purchase (S&P) market is truly global, with transactions occurring across continents. Factors like geopolitical events, trade policies, and regional economic developments can significantly impact the market. For instance, changes in oil prices can affect the demand for tankers, while shifts in manufacturing bases can influence the demand for container ships.
  2. Role of Classification Societies and Flag States: Classification societies, which provide certification to ensure that ships are built and maintained according to international standards, play a crucial role in the S&P market. Additionally, the choice of a ship’s flag state (the country under whose laws the ship is registered) can impact its value and marketability due to varying regulatory standards and reputation.
  3. Secondary Market and Scrapping: Older ships often find their way into the secondary market, where they may be bought for continued operation or for scrapping. The scrapping of ships is a significant aspect of the market, particularly when new regulations or economic factors make older ships less viable.
  4. Influence of Digital Platforms and Big Data: The increasing use of digital platforms for market intelligence, online ship brokering services, and big data analytics is transforming the S&P market. These technologies enable better forecasting, market analysis, and can streamline the transaction process.
  5. Environmental Considerations and Regulations: Environmental regulations, such as those pertaining to emissions, have a significant impact on the S&P market. Ships that are not compliant with the latest environmental standards may see reduced demand or require costly retrofitting, affecting their sale value.
  6. Insurance and Risk Management: Insurance is a critical element in ship transactions, covering risks from the point of sale to delivery. Insurance costs and coverage options can influence both the buyer’s and seller’s decisions.
  7. Market Liquidity and Speculation: The liquidity of the S&P market can vary, affecting the ease with which ships can be bought and sold. Market speculation based on future trends in shipping demand and supply can also drive transaction volumes.
  8. Impact of Shipping Alliances and Mergers: Consolidation in the shipping industry through alliances and mergers can influence the S&P market by altering the demand for certain types of ships or changing the competitive landscape.
  9. After-Sales Services and Management: Post-sale, services like ship management, crewing, and maintenance become important, especially for buyers who do not have the infrastructure to manage these operations.

The ship sale and purchase (S&P) market is an intricate and vital component of the global maritime industry, influenced by a multitude of factors including economic trends, technological advancements, regulatory changes, and environmental considerations. Success in this market requires a nuanced understanding of these dynamics, as well as expertise in negotiation, finance, and maritime law. The ship sale and purchase (S&P) market is dynamic and reflects the overall health of the global maritime industry. It requires deep industry knowledge and expertise to navigate effectively.


How do you Buy and Sell a Ship?

Selling and buying a ship involves a complex and structured process that includes several key steps. Here’s a general overview of how this process typically works:

For Ship Sellers:
  1. Market Assessment and Decision to Sell:
    • Evaluate the market conditions to determine if it’s a good time to sell.
    • Consider factors like the age and condition of the ship, market demand, and prevailing prices.
  2. Appointing a Shipbroker:
    • Most sellers engage a shipbroker who specializes in the S&P (Sale and Purchase) market.
    • The shipbroker assists in valuing the ship, finding potential buyers, and handling negotiations.
  3. Ship Valuation:
    • Conduct a professional valuation of the ship, considering its age, condition, specifications, and current market trends.
  4. Preparing the Ship for Sale:
    • Ensure the ship is in good condition, including necessary repairs or upgrades.
    • Gather all relevant documentation, including certificates, class records, and maintenance history.
  5. Marketing the Ship:
    • The shipbroker markets the ship to potential buyers, which can include private negotiations or listing on open markets.
  6. Negotiation and Agreement:
    • Once a potential buyer is interested, negotiate terms, including price and delivery conditions.
    • Sign a Memorandum of Agreement (MOA), which is a formal contract outlining the terms of the sale.
For Ship Buyers:
  1. Market Research and Identifying a Ship:
    • Conduct research to determine the type of ship needed and current market prices.
    • Identify potential ships for purchase through brokers, listings, or direct contacts.
  2. Inspection and Due Diligence:
    • Arrange for a physical inspection of the ship.
    • Conduct due diligence, including checking the ship’s documentation, compliance with regulations, and financial liabilities (if any).
  3. Negotiation and Making an Offer:
    • Negotiate the price and terms with the seller or through a shipbroker.
    • Make a formal offer, often followed by a period of negotiation.
  4. Signing the Memorandum of Agreement (MOA):
    • Once terms are agreed upon, both parties sign the MOA.
    • This agreement outlines all terms of the sale, including price, deposit, payment schedule, and delivery details.
  5. Financing and Payment:
    • Arrange financing if necessary.
    • Make payments according to the terms outlined in the MOA, often including a deposit followed by the final payment at delivery.
  6. Transfer of Ownership:
    • Upon payment, the ownership of the ship is transferred.
    • This involves updating the ship’s registration under the new owner and ensuring all legal and regulatory compliance.
  7. Taking Delivery of the Ship:
    • Physically take delivery of the ship.
    • This might include a final inspection and signing off on the delivery documents.
Legal and Regulatory Compliance:
  • Throughout this process, compliance with maritime laws and regulations is crucial.
  • Legal advice is often sought to ensure all aspects of the transaction are legally sound and that all contractual obligations are met.
  • After the sale, the buyer may need to arrange for insurance, crewing, and management of the ship.
  • The seller needs to ensure all obligations under the MOA are fulfilled, including settling any outstanding financial matters related to the ship.

This process can vary based on the specific circumstances of the sale and the types of ships involved. It’s important for both buyers and sellers to work with experienced professionals to navigate this complex process.


What is the role of a Shipbroker in Ship Sale and Purchase (S&P)?

The role of a shipbroker in ship sale and purchase (S&P) is multifaceted and crucial for facilitating successful transactions between buyers and sellers. A shipbroker acts as an intermediary and provides expertise and services that are essential for navigating the complexities of the maritime market. Here are the key roles and responsibilities of a shipbroker in the S&P market:

1. Market Expertise and Intelligence:
  • Analyzing Market Trends: Shipbrokers constantly monitor the shipping market, providing clients with up-to-date information on market trends, ship values, and demand fluctuations.
  • Advising Clients: They offer expert advice to clients based on market conditions, helping them make informed decisions about buying or selling ships.
2. Valuation and Pricing:
  • Assessing Ship Value: Shipbrokers help in determining the fair market value of ships, taking into account factors like age, condition, specifications, and market demand.
  • Pricing Strategies: They assist in setting a competitive price for a ship, balancing market conditions and client expectations.
3. Marketing and Promotion:
  • Listing and Advertising: Shipbrokers market the ships for sale, using various channels to reach potential buyers globally.
  • Networking: They leverage their network of industry contacts, including other shipbrokers, shipping companies, and potential buyers, to promote the ships.
4. Negotiation and Mediation:
  • Facilitating Negotiations: Shipbrokers play a central role in negotiating terms between buyers and sellers, aiming to reach an agreement that satisfies both parties.
  • Mediating Conflicts: They mediate any disputes or disagreements that arise during the negotiation process.
5. Contract Facilitation:
  • Drafting Agreements: They help in preparing and reviewing contractual documents, such as the Memorandum of Agreement (MOA), ensuring that all terms are clearly stated and understood.
  • Ensuring Legal Compliance: Shipbrokers check that all transactions comply with international maritime laws and regulations.
6. Due Diligence and Inspection Coordination:
  • Organizing Inspections: They coordinate the inspection of ships, ensuring that buyers have the opportunity to assess the condition of the ship thoroughly.
  • Verifying Documentation: Shipbrokers verify and manage the necessary documentation, including registration, classification, and compliance certificates.
7. Post-Sale Support:
  • Facilitating Delivery: They assist in the handover process, ensuring a smooth transfer of the ship from the seller to the buyer.
  • Ongoing Consultation: After the sale, shipbrokers may provide ongoing support and advice, particularly for buyers new to the industry.
8. Financial Transactions:
  • Handling Deposits: Shipbrokers often handle deposit transactions, ensuring financial security for both parties during the negotiation phase.
  • Advising on Payment Terms: They advise on payment schedules and financial terms in the sale agreement.

A shipbroker acts as an essential liaison, consultant, and facilitator in the S&P market, using their expertise and connections to ensure that both buyers and sellers achieve their objectives in the transaction. The broker’s knowledge, experience, and skills are critical in successfully navigating the complexities of buying and selling ships in the global maritime industry.


How to buy a Ship?

The process of buying and selling a ship involves several steps and considerations, as outlined below:

  1. Initial Decision and Agreement: The seller (A) decides to sell the ship and negotiates terms with the buyer (B). This often involves the participation of specialized shipbrokers. Price, inclusions/exclusions, and other terms are discussed. Legal involvement typically comes after the initial terms are agreed upon, and sometimes the sale is subject to certain conditions that can affect its finalization.
  2. Binding Contract: Once the parties have agreed on the terms, a binding contract is usually formed. This contract may follow a standard form, with agreed-upon modifications. Common forms include the Norwegian Sale Form (NSF) or the Nippon Sale Form. The contract may specify a deposit to be paid by the buyer within a certain timeframe.
  3. Escrow Account: The deposit is often placed in an escrow account, and lawyers may act as the escrow agents. They hold the deposit until the ship’s delivery, at which point it is either released to the seller or returned to the buyer if certain conditions are met.
  4. Closing Formalities: The period between the binding contract and the ship’s delivery, known as the “closing,” involves various formalities. Lawyers often oversee this process to ensure all necessary steps are completed. These can include discharging existing mortgages, changing ship registration, and registering new mortgages in favor of the buyer’s financier.
  5. Document Exchange: Sellers provide essential documents to the buyers on closing to ensure the proper transfer of ownership and registration. These documents may include a legal bill of sale, meeting minutes authorizing the sale, power of attorney, certificates of incorporation, and other certificates and reports.
  6. Buyer’s Documents: Buyers may also provide documents, such as minutes authorizing the purchase and the release of the deposit to the escrow account, as well as certificates of good standing.
  7. Financing Arrangements: Separate arrangements exist between sellers and their financiers (C) and between buyers and their financiers (D). These details are often confidential but need to be coordinated to ensure a smooth closing process.
  8. Protocol of Delivery and Acceptance: The closing process is documented by a Protocol of Delivery and Acceptance, which confirms the date and time of ship delivery. During this process, documents are exchanged, funds are released, and the ship changes hands.
  9. Registry and Mortgage: After closing, the ship is removed from the existing registry, any existing mortgages are discharged, and the ship is provisionally registered in the new registry with the new mortgage in favor of the buyer’s financier.
  10. Practical Considerations: Other practical aspects, such as securing insurance coverage, managing the ship, changing crew, and updating ship markings and colors, are also addressed after closing.

This overview provides a simplified outline of a basic ship sale and purchase transaction. It is essential to seek legal advice and consult with specialists when engaging in such transactions, as the details and requirements can vary significantly depending on the parties involved and the specific circumstances of the sale.


Ship Sale and Purchase (S&P) Procedure

Ship Sale and Purchase (S&P) Shipbrokers specialize in the acquisition and disposition of ships in the secondary market, including new-buildings. These shipbrokers offer key information to involved parties, aid in negotiating price and terms on behalf of principals, and facilitate logistical aspects of title transfer and ship delivery.

Process of Making an Offer Before Inspection

Prospective Ship Buyers are required to submit comprehensive company information, including their history of ship ownership.

A Ship Buyer may choose to propose a purchase offer for a ship prior to inspection. For this, a Memorandum of Agreement (MOA), typically the Norwegian Sale Form 93, SHIPSALE22 or similar, is utilized.

Common sale conditions include prerequisites like buyer’s inspection, survey, dry dock, and sea trial. Buyers are advised to have their attorney draft or review the MOA provided by the Selling Shipbroker.

This stage is also ideal for calculating the quantities of bunkers and lube oils on board. These amounts are settled separately from the ship’s sale price unless included in the sale agreement.

Upon agreement on sale terms and price, the buyer deposits 10% of the amount via wire transfer to an escrow account, usually held by the Selling Shipbroker or Seller’s Attorney. This deposit is held until post-inspection, where it’s either refunded upon sale rejection or retained to proceed with the sale.

Before inspection, irrespective of the offer’s timing, the buyer must provide the names of attendees to the Owner and coordinate the inspection schedule.

Following initial inspection, a prompt decision to proceed or withdraw from the sale is recommended. If proceeding, the buyer undertakes the official survey as per MOA terms.

Post-survey, the buyer may accept the ship as-is, renegotiate terms based on survey findings, or reject the ship, resulting in a deposit refund minus any seller-incurred expenses chargeable to the buyer.

Finalizing the sale involves:

  1. The Buyer providing a Protocol of Closing detailing the closure process.
  2. Establishing a Protocol of Delivery and Acceptance, agreed upon by both parties.
  3. Completing any required Powers of Attorney.
  4. The Seller issuing a Formal Notice of Readiness for ship delivery.

Documentation Required for Closing

Ship Seller’s Required Documents:

  1. Notarized, attested, and apostilled legal Bill of Sale.
  2. Current Certificate of Registration from the Flag state.
  3. Class confirmation within 72 hours of delivery.
  4. Certificate verifying no registered encumbrances.
  5. Deletion certificate from the Seller’s registry.
  6. Invoice for remaining bunkers and lubes, as per agreement.
  7. Any additional certificates requested by the Buyers.

Ship Buyer’s Required Documents:

  1. Release letter for the escrow deposit.
  2. Proof of balance payment to the Seller’s account.
  3. Original Power of Attorney documents.
  4. Meeting minutes confirming the purchase intention.
  5. Any other documents stipulated by the Sellers.

After all document signings, ship ownership officially transfers to the Buyers.



BIMCO’s SHIPSALE 22 is a standard contract for the sale and purchase of ships, introduced by the Baltic and International Maritime Council (BIMCO). Launched in April 2022, this agreement aims to streamline the authoring, negotiation, and execution processes in ship transactions, offering a more modern and comprehensive alternative to existing sale and purchase forms​​​​​​.

Specifically, SHIPSALE 22 is designed to update and improve upon SALEFORM 2012, the previously leading standard and the most recent iteration of the Norwegian Shipbrokers’ Association’s memorandum of agreement for ship sale and purchase​​. While SHIPSALE 22 retains some layout similarities with SALEFORM 2012, it introduces important differences, reflecting a contemporary approach to the complexities of ship sale and purchase agreements​​.

In essence, SHIPSALE 22 represents BIMCO’s initiative to provide the maritime industry with an updated, efficient, and user-friendly contract format that aligns with the evolving needs and practices of the global shipping market.


Where can I find a Standard Contract for the Sale and Purchase (S&P) of Ships?

We kindly suggest that you visit the web page of BIMCO (Baltic and International Maritime Council) to lean more about Ship Sale and Purchase (S&P) and to obtain the original Sale and Purchase (S&P) Contracts, Charter Party Forms and Documents.


On April 25, 2022, BIMCO (Baltic and International Maritime Council) unveiled SHIPSALE 22, a new standalone Memorandum of Agreement (MOA) for ship sales and purchases. This marks the first MOA exclusively created by BIMCO, differentiating from previous Norwegian SALEFORM versions which were co-owned with the Norwegian Shipbrokers’ Association. SHIPSALE 22’s introduction isn’t motivated by legal changes or specific market demands for a new ship trading agreement, but appears to be part of BIMCO’s strategy to establish a standard BIMCO form for ship transactions, potentially replacing the Norwegian Saleform.

The Norwegian SALEFORM has long been the predominant contract basis for ship trading, widely recognized within the international shipping community. This is despite the existence of other forms like NIPPONSALE for the Japanese market and the Singapore Ship Sale Form 2011, sometimes preferred in Asia.

The development of SHIPSALE 22 involved extensive consultations with industry specialists. Its objectives were to simplify the document, incorporate BIMCO’s stylistic elements (such as the box layout in Part I of SHIPSALE 22), and more logically order the sequence of a ship sale and purchase. Modern practices are reflected in its provisions, including options for virtual documentary closings and electronic contract signatures, trends accelerated by the COVID-19 pandemic.

BIMCO (Baltic and International Maritime Council) asserts that SHIPSALE 22 provides a modern, comprehensive alternative to existing forms while maintaining enough familiarity for those transitioning from other widely-used ship trading agreements.

Whether SHIPSALE 22 will be embraced by the maritime industry remains to be seen. The industry initially hesitated to shift from the established Norwegian SALEFORM 1993 to the SALEFORM 2012 due to its familiarity and proven track record, despite the latter’s improvements. However, over time, SALEFORM 2012 became the standard. A similar gradual adoption may occur with SHIPSALE 22, especially given its recognizable content and additional innovations. These include clauses on sanctions, anti-corruption, confidentiality, and guarantors for both sellers and buyers, which streamline negotiations and drafting of common provisions not included in SALEFORM 2012. Given these attributes and its resemblance to SALEFORM 2012, SHIPSALE 22 might see quicker market acceptance compared to the cautious approach observed with the introduction of SALEFORM 2012.


Key Differences between SHIPSALE 22 and SALEFORM 2012

In this article, we briefly compare SHIPSALE 22 with SALEFORM 2012, highlighting some key differences:


  • SHIPSALE 22 is divided into two parts: Part I for main commercial terms in a box format and Part II for main contractual terms. This layout offers a quick overview of essential terms, including delivery dates.
  • SALEFORM 2012 lacks this structured, two-part format.

Key Features of SHIPSALE 22:

  1. Guarantors (Part I, Boxes 5 and 6): Allows for details of Sellers’ and Buyers’ Guarantors, a feature not present in SALEFORM 2012.
  2. Bunkers, Oils, and Greases (Part I, Box 18): These items are categorized separately for clarity on quantities and payment.
  3. Documentary Closing (Part I, Box 19): Includes an option for electronic closing, reflecting changes in practice due to the COVID-19 pandemic.
  4. Validity of Classification Certificates (Box 20): Provides space for parties to negotiate and include the validity period of the ship’s certificates.
  5. Definitions (Part II): Updates the definition of “Banking Days” and introduces “Excluded Items” as an annex.
  6. Subjects (Part II, Clause 3): Allows for inclusion of subjects (e.g., board approval) with provisions for the MOA becoming null and void if not met.
  7. Deposit (Part II, Clause 5): Introduces a grace period for deposit payment delays due to “Disruptive Banking Events”.
  8. Inspection (Part II, Clause 6): Prohibits testing of the ship’s engines and machinery during inspection, with options for sale without inspection.
  9. Underwater Inspection (Part II, Clause 8): No prior notice requirement for underwater inspection, unlike SALEFORM 2012.
  10. Drydock Inspection (Part II, clause 9(d)): Extends the maximum period for re-positioning the ship for drydock inspection.
  11. Condition of Ship at Delivery (Part II, Clause 10): Expanded warranty from sellers regarding the ship’s employment and security.
  12. Delivery Notices (Part II, Clause 11): Removes the distinction between “approximate” and “definite” notices.
  13. Payments (Part II, Clause 14(d)): Includes a new gross-up provision for payments.
  14. Post-delivery Obligations (Part II, Clause 17): Consolidates these obligations into one clause.
  15. Termination Rights (Part II, Clause 18(b)): Limits compensation claimable by Sellers to “direct losses and expenses”.
  16. Sanctions and Anticorruption (Part II, Clauses 21 and 22): Introduces clauses for sanctions and anticorruption, absent in SALEFORM 2012.
  17. Confidentiality (Part II, Clause 23): Adds a confidentiality clause.
  18. Electronic Signature (Part II, Clause 27): Addresses the electronic signing of documents.
  19. Annex A – Delivery Documents: Streamlines the list of delivery documents required from both parties.

In conclusion, SHIPSALE 22 addresses many of the limitations of SALEFORM 2012, incorporating commonly amended aspects. While buyers and sellers have grown accustomed to SALEFORM 2012, SHIPSALE 22’s modernized approach may gradually lead to its wider adoption, though SALEFORM 2012 is expected to remain popular in the short term.


What is Norwegian Sale Form (NSF)?

The Norwegian Sale Form (NSF) is a standardized contract template widely used for the sale and purchase of second-hand ships. It has become a well-recognized and commonly used document in the international shipping industry. The Norwegian Sale Form (NSF) sets out the terms and conditions agreed upon by the buyer and seller of a ship, covering various aspects such as the price, payment terms, delivery details, and other important clauses relevant to the transaction.

There have been several iterations of the Norwegian Sale Form (NSF) over the years, with each update aiming to reflect the evolving practices and requirements of the shipping industry. For example, NSF 2012, also known as SALEFORM 2012, is one of the more recent versions. This form is used as a basis for negotiating and finalizing ship sale and purchase agreements and is known for its comprehensive and well-structured approach to covering the various aspects of such transactions.

The Norwegian Sale Form (NSF) is valued for its clarity, thoroughness, and balance in addressing the interests of both buyers and sellers. It serves as a template, which parties can then modify or supplement with additional clauses to suit the specifics of their transaction. The use of a standardized form like the Norwegian Sale Form (NSF) helps in reducing misunderstandings and disputes, as it provides a commonly understood framework and language for the sale and purchase of ships.

The Norwegian Sale Form’s widespread acceptance in the maritime industry stems from its comprehensive nature and the balance it strikes in addressing the interests of both buyers and sellers. By providing a standardized approach, it reduces the likelihood of disputes and misunderstandings, offering a clear framework for transactions.

Key features of the Norwegian Sale Form (NSF) include:

  1. Price and Deposit: It clearly outlines the agreed price for the ship and the terms for deposit payment, ensuring financial transparency.
  2. Inspection and Delivery: The Norwegian Sale Form (NSF) details the rights and obligations related to the inspection of the ship before purchase, and the conditions under which the ship will be delivered, including the location and timeframe.
  3. Condition of the Ship: It specifies the condition in which the ship is to be delivered, including any requirements for surveys or certifications that the ship must meet at the time of delivery.
  4. Default and Dispute Resolution: The form includes clauses that address scenarios of default by either party and provides mechanisms for dispute resolution, often through arbitration.
  5. Customization: While the Norwegian Sale Form (NSF) provides a comprehensive structure, it also allows for customization through additional clauses to cater to specific requirements of the parties involved.

These features make the Norwegian Sale Form (NSF) a robust tool for facilitating ship sale and purchase agreements, ensuring that all critical aspects are covered and agreed upon. Its periodic updates, like the move from earlier versions to SALEFORM 2012, reflect the changing legal, technological, and commercial landscapes in the shipping industry, maintaining its relevance and utility in international maritime trade.

The Norwegian Sale Form is more than just a contract template; it’s a reflection of industry standards and practices, offering a reliable and balanced framework for ship sale and purchase transactions across the globe.


Norwegian Sale Form (NSF) Versions:

The Norwegian Sale Form (NSF) has seen several versions over the years, with each update designed to reflect the evolving practices and requirements of the maritime industry. These versions are typically identified by the year they were released. Some of the notable versions of the NSF include:

  1. NSF 1987: This was one of the earlier versions of the NSF and served as a standard contract for many years in the industry.
  2. NSF 1993: This update came six years after the 1987 version, incorporating changes and improvements based on the industry’s experiences and feedback.
  3. NSF 2000: Released at the turn of the millennium, this version brought further refinements and updates to the form.
  4. NSF 2012 (SALEFORM 2012): This is one of the more recent and widely used versions. It included significant updates to reflect contemporary practices in the shipping industry. This version is notable for its balance in addressing the interests of both buyers and sellers and for being comprehensive in its coverage of various aspects of ship sale and purchase.

Each version of the Norwegian Sale Form (NSF) builds upon its predecessors, incorporating new industry standards, legal requirements, and practical considerations. The updates usually aim to enhance clarity, reduce potential ambiguities, and provide a more balanced approach to the rights and obligations of the parties involved in a ship sale and purchase transaction.

These forms are widely respected and used internationally, serving as a benchmark for fair and efficient transactions in the maritime industry. They provide a common language and framework for negotiations and contracts, helping to streamline the process and reduce the likelihood of disputes.

Process of Buying and Selling Ships with Norwegian Sale Form (NSF)

The Memorandum of Agreement (MoA), often the primary contract in ship sales, varies in form, with the most common being the collaborative creation of the Norwegian Shipbrokers’ Association and BIMCO. The focus of this discussion is the “SALEFORM 2012” or Norwegian Sale Form 2012 (NSF 2012), a widely adopted standard in the UAE and other major maritime jurisdictions.

Steps Prior to Finalizing the Memorandum of Agreement (MoA)

Shipbroker Engagement and Initial Negotiations:

Before the Memorandum of Agreement (MoA) is finalized, several key steps occur. Typically, a prospective buyer or seller first contacts a shipbroker. Shipbrokers, who usually earn their commission based on the ship’s sale value, are traditionally compensated by the seller. While the standard commission is split between the Buyer’s and Seller’s Shipbrokers, variations exist. It’s crucial to remember that shipbrokers are not typically parties to the main sale and purchase agreement.

Initial negotiations, often led by brokers, cover major aspects like price, deposit, delivery dates, and inspections. Lawyers usually get involved after these preliminary discussions. Parties must be cautious to prevent these negotiations from inadvertently forming binding agreements, often mitigated by explicitly stating that all terms are contingent on the MoA’s execution.

Inspections and Due Diligence

Before signing the Memorandum of Agreement (MoA), buyers usually conduct basic inspections and review vital certificates. Post-MoA signing, more detailed inspections and surveys are carried out. Preliminary due diligence on each party is also advisable, especially given the complex ownership structures in modern shipping. This due diligence should include verifying ship ownership and any relevant financial considerations, like existing mortgages or financing needs.

Memorandum of Agreement (MoA) – The Framework for Sale

The NSF 2012, though concise, is a versatile document outlining pre-transfer requirements, actions if these aren’t met, and the transfer process itself.

Key Components of the Memorandum of Agreement (MoA)

  • Parties Involved: Often, the buyer is a special purpose vehicle (SPV), and the seller is the ship’s registered owner.
  • Ship Description, Price, and Deposit: Clearly stating the ship and its price is crucial, with a standard 10% deposit post-signing.
  • Inspection: NSF 2012 allows buyers wide discretion in accepting or rejecting the ship based on inspection.
  • Closing the Sale: Involves document exchange, ship delivery, and payment, often coordinated between multiple parties and locations.

Document Exchange and Ship Delivery

  • Documentation: Includes ship documents (like certificates and logbooks) and other Memorandum of Agreement (MoA)-stipulated documents, such as the Bill of Sale and evidence of transaction authorization.
  • Physical Delivery: Defined by agreed delivery location, lay dates, and a protocol of delivery and acceptance (PoDA), marking the transfer of title and risk.
  • Payment: Aligning payment with delivery is challenging, often addressed through suspense accounts, payment letters, or escrow agents.


The process of buying and selling a ship involves various legal and practical challenges. The NSF 2012 offers a structured approach, guiding both parties through the transaction. Proper execution ensures a smooth process, whereas mishandling can lead to complications.