SHIPMAN 2024 – a welcome, gentle revision

Since the last edition was published in 2009, ship management practices, environmental, social and governance matters (ESG) and contract practice in the maritime industry have ­continued to develop and a number of standalone clauses have been adopted by BIMCO for use with SHIPMAN. 

Ship management practice

Recognising the practical reality that an incoming ship manager is normally expected to make preparations and incur costs in advance of the date the manager will assume responsibility for the vessel, SHIPMAN 2024 includes a concept of predelivery services and provides for a “predelivery management fee”. The predelivery management fee is set to one month’s management fee if nothing else is agreed, and also payable if handover of management responsibility for the vessel does not ­occur for any reason other than default by the managers. The introduction of a concept of predelivery services in SHIPMAN 2024 also clarifies that the managers are covered by the management agreement’s limitations of liability already during the performance of pre-delivery services for the owners in preparation for handover.

New provisions regulating the managers’ information system and vessel-specific documents and data have also been included. These clauses clarify that (i) whilst the owners shall be given access to the managers’ information system during the management period in order to consider vessel data, the managers retain the rights to their information system; and (ii) all vessel-specific documents and data shall be the property of the owners.

Regulatory framework

In line with developments in regulatory framework since 2009, six existing standalone BIMCO clauses (with some minor adjustments) have been included ­addressing environmental, social, and governance (ESG) matters. The first clause, MLC Clause for SHIPMAN 2009, provides that the managers assume the “­shipowner’s” duties under the ILO Maritime Labour Convention for Management Services. The second, Personal Data Protection Clause for SHIPMAN 2009, mandates compliance with data protection regulations, including GDPR. The third, BIMCO Cyber Security Clause 2019 (with some adjustments) introduces cyber security measures. The fourth, based on BIMCO’s ­existing Designated Entities Clause for SHIPMAN 2009, addresses sanctions. The fifth, adapted from BIMCO’s existing Anti-Corruption Clause for Charter Parties 2015, mandates compliance with anti-corruption ­legislation. 

The sixth standalone clause, BIMCO’s ETS – SHIPMAN Emission Trading Scheme Allowances Clause 2023, was ­developed as part of BIMCO’s work on the revision of SHIPMAN but initially adopted and published as a standalone clause for use with SHIPMAN 2009 in late 2023, ahead of the adoption of SHIPMAN 2024. For a discussion of this clause, see the separate article in this Shipping Offshore Update.

Contract practice

In line with more general developments in ­contracting practice, a new change of control provision has also been introduced in the new SHIPMAN 2024. This new clause obliges each of the parties to give fifteen days’ written notice of any proposed change of control, defined broadly as a change in 50% or more of the direct or indirect ownership of a party. If the other party does not object in writing within fifteen days of receiving the written notice, they are deemed to consent, and both parties have a right to terminate the management agreement if they cannot agree on the change of control.

Following experience in recent years and current events, the catalogue of force majeure events in the force majeure provision has also been expanded to cover plagues and pandemics, a broader category of natural disasters or extreme natural events and ionising radiation or contamination by radioactivity, chemical or biological contamination.

A welcome, light touch revision

In addition to the topical amendments discussed above, SHIPMAN 2024 has undergone gentle revision throughout, among other things to improve clarity. Christian Hoppe, BIMCO’s General Counsel, provided the following statement regarding the new SHIPMAN 2024:

“SHIPMAN is one of BIMCO’s flagship contracts which has gained increasing popularity in the ship management sector since its first publication in 1988. The 2024 edition reflects topical and important updates in ship management practices and includes a number of standard clauses which reduces the need for users to add rider clauses in the agreement. I am therefore particularly happy to see us making a revised version of this form available to the industry.”

We agree and welcome this revision, which provides a practical and timely update to a well-used and important contract in the global shipping industry.