Background

In 2019, BIMCO and the Association of Ship Brokers & Agents (U.S.A.), Inc. (ASBA) decided to jointly develop a dedicated gas tanker charter party, ASBAGASVOY. The new form is based on ASBATANKVOY, one of the most widely used tanker charter parties in the world. Although ASBATANKVOY was originally designed for chartering vessels for the transport of oil and petroleum products, it is widely used in the gas tanker trade and it was therefore natural to base the new dedicated gas tanker charter party on ASBATANKVOY.

ASBATANKVOY contains several clauses that pertain exclusively to the oil trade. When the document is used for other trades, those clauses often remain intact which can be counter-productive to the goal of having a clear agreement. Therefore, some logical amendments have been made to adapt the form to gas tankers. An example of this is in Clause 1 where “heater coils” in ASBATANKVOY has been amended to “compressors” in ASBAGASVOY.

To ensure a successful uptake of the form, the overriding objective of the subcommittee in charge of drafting the new form has been to maintain the familiarity of ASBATANKVOY, i.e. maintain as much as possible of the existing wording and clause numbering unchanged – amendments should only be made with a view to turning the form into a dedicated gas tanker charter party. 
The drafting committee has decided to develop a separate document containing additional clauses commonly used in the gas trade, which are typically subject to negotiations. This document, which does not form part of the contract, will be published by BIMCO and ASBA in 2021.

BIMCO and ASBA would like to thank the drafting committee for their commitment to the project and their considerable efforts in producing ASBAGASVOY: 

• Mr Søren Wolmar, Quincannon, Chairman of ASBA’s Documentary Committee (ASBA Chairperson)
• Mr Stephen Harper, BW Group (BIMCO Chairperson)
• Mr Tommy Baggio, Clarksons, recently retired
• Mr Elwin Taylor, Petredec 
• Ms Caroline Avgerinou, Thomas Miller P&I (Europe) Ltd.
• Mr Magne Andersen, Nordisk Legal Services 

BIMCO secretariat support was provided by Christian Hoppe, General Counsel, and Mads Wacher Kjærgaard, Manager, Contracts & Clauses.

As part of the development work, the drafting committee consulted a wide group of stakeholders in the gas tanker industry. Sincere thanks are extended to all the stakeholders for their support and valuable input to the process.

Explanatory Notes

The following notes are intended to provide a background to the development of ASBAGASVOY and share some of the drafting committee’s thinking behind key clauses. The notes are not part of the charter party and should not be taken as a legal interpretation of any of the terms and conditions set out in the form.

ASBAGASVOY is based on ASBATANKVOY, one of the most widely used tanker charter parties in the world. The explanatory notes identify where ASBAGASVOY differs from ASBATANKVOY and focus attention on areas where it is beneficial to provide an explanation as to why the drafting committee has chosen a particular wording. 

Certain editorial amendments have been made throughout the form, such as referring to Charter Party rather than simply Charter, proper capitalisation and grammatical corrections.

Structure

The charter party is divided into three main sections. The Preamble, Part I and Part II. Part I is used to insert the fixture specifics that have been agreed between the parties. Part II contains the standard provisions. The content and clause numbering in Part II has been maintained, in so far as possible, to ensure familiarity and make it easier to cross reference with ASBATANKVOY.

Clause 1 – Warranty – Voyage – Cargo

The distinction between full and part cargoes has been removed throughout the form since gas tankers are rarely filled to their maximum capacity and, technically, a lot of full cargoes are in fact not full cargoes.

Clause 2 – Freight

The reference in ASBATANKVOY to deduction of freight for water and/or sediment contained in the cargo has been deleted as it is not relevant for gas tanker trade. The reference to petroleum inspector has been replaced by cargo inspector.

Clause 3 – Deadfreight

The clause has been amended to reflect that gas tankers in practice will not be loaded to their minimum permissible freeboard, as stated in ASBATANKVOY.

Deadfreight will be payable on the difference between the intake quantity and the quantity the ship would have carried if it had received the agreed quantity. It is specified that this only applies in so far as the ship would have been able to carry that quantity.

Clause 4 – Cargo temperatures

The clause contained as Clause 4 in ASBATANKVOY (Naming loading and discharge ports) has been replaced by a clause requiring the charterer to supply and the ship to discharge the cargo at the agreed temperatures.

Clause 5 – Laydays

A new optional interpellation provision has been added as subclause (b). The provision is established practice in the gas trade and it will only apply if indicated in Part I, B. The drafting committee considers that the 48 hours’ notice period, relating to charterers’ declaration of whether they wish to exercise the option to cancel, is generally accepted and rarely amended. While it will differ from trade to trade this is considered market practice, at least for regular LPG fixtures. The provision is similar to the interpellation provision in BIMCO’s gas voyage charter party, GASVOY, from 2005 which is often used as a rider clause in the gas trade. To be noted that in GASVOY (subclause 5(c)) the new cancelling date, if the charterer does not exercise its option of cancelling, is the third day after the readiness date stated in the notice. In ASBAGASVOY, the drafting committee considered that the day after the readiness date better reflects market practice.

Clause 6 – Notice of readiness

The reference to the means of giving notice has been changed to “in writing” as this is considered a clearer, more practical and up-to-date solution as compared with “by letter, telegraph, wireless or telephone” in ASBATANKVOY. A cross reference has been included to Clause 18 (Presentation) regarding the notice that the ship is ready to load.

For clarity, the reference to whether delay shall count as used laytime has been amended to “used laytime or time on demurrage”. This amendment has been made throughout the form.

Clause 7 – Hours of loading and discharging

The clause has been maintained.

Clause 8 – Demurrage 

The reference to “hour” has been amended to “day” throughout the clause to be consistent with Part I, I.

Clause 9 – Safe berthing – Shifting – Lighterage

Transhipment has been included in the clause. It is specified that all time used in lighterage operations shall count as laytime or time on demurrage. The term “all time used” is meant to cover all time whether spent or lost. The clause refers to the OCIMF/ICS Ship to Ship Transfer Guide, which reflects market practice.

Clause 10 – Pumping in and out

The sentence dealing with water in hoses has been deleted as it is not applicable to gas tankers. The reference to power necessary for discharging and loading was not considered to match the reality of operations and has been deleted to avoid confusion. 

Clause 11 – Hoses 

The part of the clause dealing with sea terminals has been deleted as it is not relevant for gas tankers.

Clause 12 – Dues – Taxes – Wharfage

The clause reproduces the clause in ASBATANKVOY, except that it has been worded more generically and, as a result, the references to specific country taxes have been deleted.

Clause 13 – Cargo description and vessel compliance

The clause in ASBATANKVOY relating to cargoes excluded due to vapour pressure and loading of cargoes with a low flashpoint has been replaced with a clause on cargo description and ship compliance. According to the clause, owners warrant that they are familiar with the cargo’s characteristics, handling and safety requirements and that the ship is properly classed, crewed and complies with applicable laws, etc.

Clause 14 – Ice

The reference to telegraph or radio has been deleted in relation to the obligation to provide notification. It has been specified that, in case of deviation, charterers shall pay for additional bunkers consumed at replacement cost as well as any additional port costs incurred.

Clause 15 – Segregation

This is a new clause replacing the previous Clause 15 (Two or more ports counting as one) in ASBATANKVOY, which has been removed because it was not relevant for the gas trade. It was discussed to also reflect completion and rotation in the segregation clause, but this was eventually abandoned as there were divergent views on whether the owner should have such rights per default or not. It was therefore considered best to leave this matter for the parties to negotiate, as it is always a point of discussion.

Clause 16 – General cargo

The clause has been maintained, except that the term “liquid” has been replaced by “liquefied”.

Clause 17 – Quarantine

The clause maintains the quarantine provisions contained in ASBATANKVOY. The provision relating to fumigation have been deleted as it is not relevant for the gas trade. The drafting committee considered whether it should be maintained, possibly by referring to the wider “infestation” but found it less relevant for a gas tanker charter party.

Clause 18 – Presentation

This is a new clause replacing Clause 18 (Cleaning) of ASBATANKVOY. The clause is at the heart of any gas tanker charter party and describes how the cargo tanks and lines are to be presented for loading upon arrival of the ship at a terminal. The clause includes three options: subclause (a), a generic presentation clause mainly for LPG; subclause (b), a generic presentation clause for pressurised gas tankers; and subclause (c), an option named “other” where the parties will have to fill in their agreed presentation clause. This ensures that the form can be used for petrochemicals. If no selection is made, subclause (a) will apply.

Clause 20 – Issuance and terms of bills of lading

The clause obliges the master to sign bills of lading in such form as may be agreed. Subclause (b) contains a list of protective clauses that will be incorporated into any bill of lading issued under the charter party.

The Clause Paramount contained in subclause 20(b)(i) has been amended to take into account the Hague-Visby Rules. 

The General Average provision in subclause 20(b)(iii) has been updated to take into account the York/Antwerp Rules 2016. The subclause adds Singapore to the choice of venues for general average proceedings. If no selection is made, proceedings shall take place in New York as per Part I, K. 

The half of one per cent cargo loss clause included in subclause 20(c) makes it clear that the owner is only liable for the loss or shortage which exceeds half of one per cent of the bill of lading quantity for each grade.

Subclause 20(d) contains an electronic bills of lading provision. The clause is identical to the BIMCO Electronic Bills of Lading Clause 2014, except that the drafting committee found it more appropriate that use of electronic bills should be mutually agreed between the parties.

Clause 24 – Arbitration

The clause has been amended to include references to Singapore law and arbitration. New York has been maintained as the default position in accordance with Part I, K. The reference to “City of” has been deleted for both New York and London as it was considered superfluous, whereas references have been included to the respective sets of rules to be applied depending on whether the arbitration is to take place in New York, London or Singapore. Small claims procedures/rules have been incorporated for all three venues.

Clause 26 – Pollution clause

This is a new clause replacing Clause 26 (Oil Pollution Clause) in ASBATANKVOY. The clause is identical with the Pollution Clause contained in the New York Produce Exchange (NYPE) 2015 form. The clause obliges the owners to have and maintain standard oil pollution coverage equal to the level currently offered by members of the International Group (IG) of P&I Clubs (the cover does not necessarily need to be provided by an IG club).

ASBAGASBILL

A freestanding bill of lading form, ASBAGASBILL, has been developed on the basis of CONGENBILL 2016, BIMCO’s standard bill of lading for shipments under GENCON. The bill of lading form in ASBATANKVOY has not been used to a large extent in the market, and the drafting committee decided that ASBAGASVOY and ASBAGASBILL would provide a useful “package”. The bill of lading includes protective clauses which mirror those in subclause 20(b) of ASBAGASVOY, with the addition of the International Group of P&I Clubs/BIMCO Himalaya Clause for Bills of Lading and contracts 2014. The parties may use another bill of lading form as long as it contains the protective clauses in subclause 20(b) but they should be aware that the Himalaya Clause is not included in subclause 20(b).

Page 1 of ASBAGASBILL deviates from CONGENBILL 2016 in two places. Firstly, the drafting committee found it appropriate to include the place and date of signing in the signature box. Secondly, letters of credit will refer to a “bill of lading date” which in the commodity trade is considered to be the date where the last cargo is shipped on board. So, to avoid disputes about which date is the bill of lading date, the appropriate box has been amended to read “Bill of Lading date (Date shipped on board)”.

Copyright and availability

Copyright in ASBAGASVOY is held by ASBA.