Saleform 2012 Explanatory Notes
Explanatory notes
Introduction The revision of any standard agreement as internationally recognised and widely used as SALEFORM 93 is not a matter lightly undertaken. The decision to revise SALEFORM 93 was based on feedback from the global ship sale and purchase sector who were asked whether an update was needed and, if so, to what extent the agreement should be revised. The message from the feedback was very clear while the present SALEFORM largely met the current needs of the industry, it would certainly benefit from a modest update to reflect commonly applied amendments and rider clauses. Of equal importance to those consulted was that the general principles and structure of SALEFORM should be Association (NSA), was how to make this well-‐used international sale and purchase contract even better while maintaining all the key elements that the industry has come to rely on. Over a period of 11 months the NSA/BIMCO drafting team carried out a thorough review of SALEFORM in consultation with the industry. On 10 November 2011, the Documentary Committee approved the new edition, called SALEFORM 2012. The revision process identified the key clauses most commonly amended in SALEFORM and pinpointed areas where ambiguity in the 93 edition had, on occasion, led to misunderstanding and uncertainty. The new edition brings greater clarity to the agreement as well as amended wording that reflects current commercial practice. The NSA and BIMCO would like to thank the following members of the SALEFORM Sub-‐committee for their hard work and commitment in revising SALEFORM: NSA Petter Andrup, R S Platou ASA (Chairman) Peter Graff, Inge Steensland AS Erik Grepne, Joachim Grieg & Co. AS Erik Ofstad, R S Platou ASA Lars Chr. Skarsgård, Fearnleys AS Carl F. Wennersteen, Oslo Shipbrokers AS Ole H. Zachariassen, Lorentzen & Stemoco AS Henrik Aadnesen, Nordisk Skibsrederforening BIMCO Francis Sarre, CMB, (Chairman) Christoph Bruhn, Bruhn Shipbrokers Georg Scheel, Nordisk Skibsrederforening Matt Hannaford, Clyde & Co Harry Fafalios, Fafalios Shipping Alan Mackinnon, UK P&I Club The following Clause by Clause commentary highlights the amendments that have been introduced in the 2012 edition of SALEFORM:
1
Definitions A number of additional definitions are included to aid clarity. 1. Purchase Price The Parties are now required to state the currency and amount of the Purchase Price both in words and figures. 2. Deposit In SALEFORM 93 the size of the Deposit was predefined at 10%. Current industry practice suggests that a different percentage may often be agreed. The new edition has space for the Parties to fill in an agreed percentage of the Deposit, while providing a default percentage of 10% in case the space is left blank. In recent years opening a bank account has become increasingly more difficult and time consuming in some jurisdictions. Commonly, entities other than banks are used to hold funds in escrow. To reflect these developments the term Deposit Holder has been introduced to identify the party holding the agreed Deposit. This can be a bank, law firm, ship broker or any other institution the Parties may agree on. The account must be capable of earning...
Regístrate para leer el documento completo.