A full contractual clause has been inserted, which means that the previous agreements, oral or written, between the parties no longer have any effect, since they have been replaced by the signed MOA. This will avoid disputes over so-called oral publication agreements during negotiations and prevent buyers from making false claims. The 1993 Norwegian sale is currently the most widely used and internationally recognized standard agreement for the sale and purchase of used tonnage (at least in the Western Hemisphere). Despite the scale of the effort, industry feedback indicates that the mess could benefit from an update. BIMCO and the Norwegian Association of Stopover Brokers (NSA) have therefore taken up the challenge of revising the standard agreement. The result is the introduction of Saleform in 2012. The clause also has the essential effect of effectively excluding the unspoken provisions of the Sale of Goods Act 1979. The debate centred on whether the sale of vessels in the form of the sale excluded the seller`s obligation to ensure that the vessel was of satisfactory quality and utility in accordance with this status. This eliminates any such argument and confirms the “as it is” nature of the sale.
The timing of payment after the clause is clear, but it may be difficult to interpret. The usual position is that the absence of indications to the contrary, the summary of the brokers was obtained proof of a binding agreement, provided that all the conditions had been agreed. It is possible that this new wording will give rise to arguments that the agreement is not binding until the signing and exchange of the MOA, when that was probably not the intention of the authors. Section 7 of the MOA has been amended to add increased responsibility to sellers in the list of items that do not belong to them and are excluded from the sale. Sellers are also required to replace items held by third parties when they were on board during the inspection. It appears that this has been inserted to ensure that buyers, after inspecting the vessel, are not surprised if certain items that may be rented by a third party are not included in the sale. Section 8 has been amended to provide a longer list of required documents in the form of delivery documents. The more complete list is an improvement, but it is not exhaustive for all the documents that may be required for the sale of a ship.
The parties would be well advised to consider a further amendment to the standard text to clarify certain issues and documents necessary for the transfer of this vessel. Section 11 provides for the additional obligation to deliver the vessel without cargo or Stowaways. This may lead to practical questions about the condition of the vessel, as it is not certain that the vessel is “cargo-free” which also requires the vessel to be free of any load.