SUPERMAN 2025 – Key Changes and Practical Considerations

BIMCO’s Documentary Committee published the SUPERMAN 2025 Standard Agreement for the Supervision of Vessel Construction in January 2026 to replace the previous (2016) version of SUPERMAN. At the same time, BIMCO issued an updated version of the explanatory notes.

Like its 2016 predecessor, SUPERMAN 2025 offers a contractual framework for agreements between a “Company” and “Supervisors” for the provision of supervision services relating to the construction of a vessel, which can also be adapted for a ship conversion or ship repair.  

The key changes include:

• added prohibition on set-offs and deductions, for the Supervisors’ benefit only; 
• added tax gross-up for the Supervisors’ benefit only;
• added right for Supervisors to sub-contract to Affiliates without the Company’s consent; 
• added obligation to notify, and the right to terminate following a change of control (mutual);
• added right for Supervisors to retain copies of plans, drawings, technical information and other documents following termination; 
• added definition of Regulatory Authorities;
• changes to the “force majeure” definition;
• various changes/new clauses to align with other BIMCO contracts on matters such as BIMCO Authenticity, secondary verification of changes to Supervisors’ account, personal data protection, cyber security, sanctions, anti-corruption, dispute resolution, waivers, warranty of authority to execute, confidentiality, and electronic signatures. 

Otherwise, SUPERMAN 2025 largely mirrors the 2016 version and provides a useful framework for supervision agreements of this kind.   

As with all “standard” forms, the terms may need to be adapted to meet the parties’ requirements and expectations for a particular project – particularly from the Company’s perspective. 

The areas which may need particular attention on the part of the Company include the following: 

Alignment with the underlying construction contract

The supervision agreement must dove-tail with the underlying construction contract. BIMCO’s explanatory notes highlight SUPERMAN’s alignment with BIMCO’s NEWBUILDCON.  

Under NEWBUILDCON, the builder has sole responsibility for the design, construction and delivery of the vessel in accordance with the contract (regardless of any approvals, inspections, attendance at tests and trials or failure to notify non-conformities by the buyer/buyer’s representatives). A delay in the approval of plans, etc., does not entitle the builder to claim “permissible delay”. The buyer must also notify the builder in writing of the identity and scope of authority of the buyer’s representatives.  

These terms should protect the buyer’s interests vis-à-vis the builder in case of any shortfall, negligence or delay by the Supervisors in the performance of their supervisory obligations. A clearly worded notice of the scope of the Supervisor’s authority should prevent the Supervisors binding the buyer vis-à-vis the builder on matters specifically reserved for the buyer. These protections under the construction contract are important, not least given the limits on the Supervisors’ liability under SUPERMAN.   

Such terms are not part of every construction contract, and the Company needs to consider its overall exposure and adjust the terms of SUPERMAN (and, if possible and/or necessary, of the construction contract) to reduce its risks.

SUPERMAN also appears to assume that, as under NEWBUILDCON, the buyer’s representatives will have unrestricted rights to inspect the vessel during construction, attend all tests, trials and inspections, and to communicate directly with the classification society. This is not the case under all forms of commonly used construction contracts, and the terms of the supervision agreement should take into account any applicable restrictions on such rights under the underlying construction contract.

Authority of Supervisors – clause 3

There are no material changes from the 2016 version, however, would any express restrictions on the Supervisors’ authority be appropriate?

Also, is the “sound industry” standard for the Supervisors’ performance (here and in clause 8(a)) adequate? This is a rather loose and general standard, without any proper frame of reference.

Under SUPERMAN, the Supervisors have absolute discretion and authority to take any actions necessary to perform the Supervision Services. A Company may want to slightly curtail such discretion. 

Scope of services - box 10 and section 2

There are no changes from the 2016 version.  

The services should cover all of the buyer’s rights and obligations under the construction contract, which the Company wishes to delegate to the Supervisors. Additional items might include, for example, assistance with post-delivery warranties, waivers of regulations, disputes with the builder, etc. 

The Company may also want firmer specific commitments from the Supervisors on matters such as frequency of meetings with the builder and inspections of the construction (are “periodic inspections of the vessel” sufficient?), monitoring for compliance with the construction contract (clause 7(b)), identifying and reporting of any red flags, e.g. potential delays, poor workmanship or events of a force majeure nature. 

The Supervisors will need to make sure that approvals/review of plans, etc., are in accordance with the timeframe stipulated in the Shipyard Contract, building in discussion time with the Company.

The details of the required oversight will, of course, depend on the complexity and importance of timely delivery of the construction project, as well as how comfortable the Company is with delegation. 

Supervisors’ obligations – clause 8

There are no material changes from the 2016 version.

Significantly, there is no express requirement that, in performing their services, the Supervisors abide by the terms of the construction contract (including, for example, timelines). 

The proviso (from SHIPMAN) that “in the performance of the Supervision Services, the Supervisors shall be entitled to have regard to their overall responsibility in relation to all vessels as may from time to time be entrusted to their supervision. In particular, but without prejudice to the generality of the foregoing, the Supervisors shall be entitled to allocate available personnel and resources in such manner as in the prevailing circumstances the Supervisors in their absolute discretion consider to be fair and reasonable” does not seem appropriate in the context of a supervision agreement. This potentially allows the Supervisors to prioritise supervision for other clients, allocate personnel elsewhere, etc. 

It should be noted that SUPERMAN omits the SHIPMAN wording to the effect that Supervisors “protect and promote the interests of the [Company] in all matters relating to the provision of services hereunder”. A Company should seek to include wording to that effect.

Company’s obligations – clause 9

There are no substantive changes from the 2016 version.  

Clause 9(d) (moved from clause 3 of the previous version), requires that the Company obtains all authorisations which may be necessary for the Supervisors to perform their services. This may need limiting to the authorisations needed under the construction contract and identifying in advance any required authorisations for which the Company is willing to take responsibility, scoping out anything for which the Supervisors should be responsible. 

Fees, expenses and budgets - section 4

There are no changes from the 2016 version except for the new paragraphs (c) and (d) to clause 10.  

Para (c) prohibits set-offs and deductions from payments to the Supervisors, and a tax gross up.  

The prohibition on set-offs and deductions should not apply to any termination payments. Prior to termination, the Company should also be able to take account of any overpayments made to the Supervisors under the pre-funding/budgeting arrangements.  

Note that there is no express obligation on the Supervisors to repay any such overpayments, including on termination. 

Supervisors’ right to sub-contract to Affiliates without Company’s consent – clause 13

This is a change from the 2016 version. This allows the Supervisor to appoint their Affiliates to provide ancillary services, whilst remaining responsible to the Company. Consent is not required for this. 

If the change is acceptable in principle, the Company needs to check that this is properly incorporated in the force majeure (e.g., clauses 15(a)(vii), (ix) and (x)) and liability provisions of clause 15 (Responsibilities), in particular. 

Change of control – clauses 14 and 22 (e) and (g)

This is an addition to the 2016 version.

Each party undertakes to give at least 15 days’ notice of any proposed change of control and, if the other party objects within such 15 days and the parties do not reach any other agreement, either party may terminate under clause 22(e). The termination requires at least one month’s notice and results in the termination of the agreement upon the change in control or on expiry of the notice period, whichever is earlier.

“Control” is defined as the direct or indirect ownership of 50% of the issued share capital or voting rights. 

The main issues to consider here include:

• Is change of control of material commercial concern?
• If so, should either party be entitled to terminate?
• As drafted, the termination would take effect automatically “upon the change of control”: there is, however, no obligation to notify the date the change of control takes effect and, at least theoretically, such date could be immediately upon the expiry of the initial 15 days’ notice;
• Does change of control of the Supervisors constitute a default by the Supervisors for the purposes of clause 22(g)? Probably not. If not, the Company will be liable to continue paying the Supervisors’ fee for a further 3 months after termination (or whatever other period is agreed in Box 15) plus the severance and other costs under the second paragraph of clause 22(g);
• Clause 31 (confidentiality) permits disclosures to Affiliates, which may need to be amended to protect the Company’s commercial information (including, any such information retained by the Supervisors under clause 22(h)) in case of a change of control. 

Force Majeure – clause 15(a) - and automatic termination under clause 22(d)(iii) where delays exceed the agreed period 

There are no major changes from the 2016 version, i.e.:

• There is no process for notification and validation of force majeure; 
• There is no right for the non-affected party to terminate for extended force majeure;
• instead, the agreement terminates automatically if delays are due to the force majeure or “any other events” continue for 180 days (or other period agreed in box 13): it may not be practicable for the Company to wait (and potentially pay) for 180 days of delays due to force majeure or other delays attributable to the Supervisors;
• 180 days may not be sufficient to cover delays under the construction contract; 
• The Company’s liability for Supervisors’ fees under clause 10(a) and, on termination, for fees and other costs under clause 22(g) may need clarification.

Note that termination under clause 22(d)(iii) refers to “delays to the delivery of the vessel by virtue of events which fall within sub-clause 15(a) (Force Majeure)”: parties should review clause 15(a) against the events of force majeure in the Shipyard Contract. 

Liability, insurance, indemnity – clauses 15(b) – (e)

These provisions remain substantially in the same terms as the 2016 version and align with SHIPMAN.

The Supervisors are not liable for any loss, etc., arising in the course of performance of the Supervision Services unless proved to have resulted solely from the negligence, gross negligence or wilful default of the Supervisors (including their Affiliates) or their employees or agents or subcontractors employed by them in connection with the vessel, arising in the course of performance of the Supervision Services. In this case, the Supervisors’ liability for each incident giving rise to a claim is limited to ten times the Supervisors’ fee payable hereunder or the amount stated in Box 14.

The limitation of liability does not apply where loss, etc., has resulted from the Supervisors’ personal act or omission committed with the intent to cause the same or caused recklessly and with knowledge that such loss, damage, delay or expense would probably result.

The Supervisors’ liability is conditional on the Company having notified the Supervisors of such loss within 12 months from the date of delivery of the vessel or the date of termination of the agreement under clause 22 (Termination), whichever is the earliest.

The Company must indemnify the Supervisors (including their Affiliates, employees, agents and subcontractors), against all liabilities, claims, etc., which arise out of, or in connection with, the performance of the Supervision Agreement. 

The Supervisors must maintain professional indemnity insurance to meet their liability to the Company under clause 15(b). 

Some points to consider include: 

• Is the formulation fee “payable hereunder” sufficiently clear? Is this meant to be the fee payable monthly, annually or for the maximum period of the agreement? Our understanding is that this would follow SHIPMAN and refers to the total fee payable to Supervisors under the agreement.
• Although the limitation of liability is virtually unbreakable (see above), the exclusion should include acts by Supervisors’ Affiliates as well; 
• Is the 12 months after delivery deadline for claims appropriate given the scope of services to be provided and duration of post-delivery warranties?
• The 12 months deadline based on the date of early termination may prove contentious where termination occurs automatically (e.g. under clauses 22(d)(iii), 22(e) and 22(f));
• Is there a gap between the Supervisors’ liability (and insurance obligations) and the Company’s liability to the builder under the construction contract in respect of the Supervisors?
• Would the Supervisors’ indemnity liabilities under clauses 20(e) (sanctions) and 21(b) (anti-corruption) be subject to the limitation of liability under clause 15(b) – i.e. could these be said to be “arising in the course of performance of the Supervision Services”?
• Is the Company’s (unlimited) liability to the Supervisors under clause 15(d) insurable? 

Termination – clause 22

This remains substantially the same as the 2016 version except for the added rights to terminate on change of control (see above) and for the Supervisors’ right to retain copies of documents following termination (referred to in connection with change of control above). 

Points to consider in respect of the printed terms include:

• Clause 22(e) (change of control) – see above;
• Automatic termination under clauses 22(d)(ii) and (iii), 22(e) and 22(f) – automatic termination is rarely sensible in principle;
• Termination on transfer or novation of the construction contract under clause 22(d)(i): parties should consider whether this should exclude transfers to Company’s Affiliates and their financiers? 
• Termination on total or constructive total loss of the vessel under clause 22(d)(ii) - such events may not lead to the termination of the construction contract; 
• Termination for excessive force majeure or other delay – what would count as a “delay” on the part of the Supervisors for this purpose? (see also at force majeure above);
• Under clause 22(g), in the event of early termination under clauses 22(b) to (f), the Company will be liable for a multiple of monthly fees in all cases of early termination other than “by reason of a default by the Supervisors” – this formulation may prove highly contentious in practice (for example, would/could change of control, non-force majeure delays where these are only partly due to a default by the Supervisors, or bankruptcy be considered “defaults” by the Supervisors?);
• Under the second paragraph of clause 22(g), the Company is “in addition” liable for any costs reasonably incurred by the Supervisors as a consequence of the early termination (including, without limitation, any staff severance costs) up to the amount stated in box 15 – presumably, this amount should not be payable where the termination is due to the Supervisors’ default;
• The Supervisors’ right to retain copies of documents: this should be clearly defined including the specific purpose of the retention, the limitations on the use of such documents post-termination (e.g. solely for dispute resolution), and the deadline for their return or destruction. See also under change of control above.