This chapter explains how charterparties and other shipping contracts are put together in practice — starting from industry standard forms, negotiated through brokers, recorded in fixture recaps, and supplemented by rider clauses. It is intended as a practical guide for international traders, charterers, shipowners and their advisers who want to understand how English shipping law treats these layered contractual arrangements.
Executive summary
- Charterparties and other shipping contracts are almost never negotiated from a blank page. The overwhelming majority are concluded on or by reference to a standard printed form, supplemented by typed additional clauses and recorded in a fixture recap.
- Standard forms exist because the shipping market prizes speed, predictability and a settled body of case law. They are starting points for negotiation, however they are not polished contracts ready for signature.
- BIMCO and other industry bodies develop and update the most widely used forms, but even flagship documents are frequently decades old, heavily amended in practice, and sometimes internally contradictory once rider clauses have been added. Recent revisions, GENCON 2022 and ASBATANKVOY 2025, represent significant modernisation efforts.
- The fixture recap is usually the document that captures the bargain. In a great many cases, it is the contract itself, because a formal signed charterparty is never drawn up.
- Rider clauses, typed or added clauses that amend, supplement or override the printed form, are where the real commercial negotiation takes place. When they conflict with printed terms, English law generally gives greater weight to the typed provision.
- Inconsistencies between recap terms, printed forms and rider clauses produce a large share of shipping disputes. Traders who understand how the hierarchy works, and who know where the real contract sits, will negotiate more effectively and spend less time in arbitration.
Introduction: shipping contracts are built on standard forms
6–001 Shipping contracts are built on standard forms. Walk into any chartering desk or shipbroking office, and you will find that virtually every fixture begins with a printed form rather than a blank sheet. The form sets out a ready-made framework of clauses addressing the issues that typically arise in the relevant type of charter. The parties then tailor it to the specific deal: they fill in the blanks, strike out what does not apply, and bolt on additional typed clauses to address matters the printed text does not cover or does not cover in the way the parties need. That process – choosing a form, completing it, amending it, and recording the result in a fixture recap – is how the vast majority of charterparties are actually concluded.
6–002 Why does the market rely on standard forms? There are three practical reasons. The first is speed. A chartering broker trying to close a fixture in a volatile freight market has no time to draft an entire contract from first principles. A standard form gives the parties a ready-made structure so they can concentrate on the variables that matter commercially – the freight or hire rate, laytime allowances, cancelling dates, the range of permissible ports – without renegotiating every ancillary provision from scratch. The second reason is familiarity. Traders, shipowners, brokers and lawyers who work with the same form day after day develop an instinct for how its clauses fit together, where the gaps lie, and which provisions tend to cause problems. The third reason, and the one that matters most from a legal perspective, is precedent. When a clause in a well-established form has been interpreted by the English courts or by London arbitrators, that interpretation becomes part of the market’s shared understanding of what the words mean.
6–003 But a standard form is not a ready-made contract. It would be a mistake to treat any printed form as a finished document that can be signed without further thought. Every form was designed with a typical transaction in mind, and no two fixtures are exactly alike. A party that accepts a printed form without checking whether it suits the particular trade, vessel, cargo or commercial structure of the deal may find – too late, and probably in an arbitration – that the form allocates risk in a way the party never intended.
The principal forms and why old ones persist
6–004 The principal charterparty standard forms. For dry cargo time charters, the New York Produce Exchange form (NYPE) has long been dominant. The 1946 version remains stubbornly popular, though the 1993 revision and the more comprehensive NYPE 2015 are also in circulation. The Baltime form is another well-established alternative. In the tanker trades, the Shelltime 3 and Shelltime 4 forms and the STB form are commonly encountered for time charters. For voyage charters, BIMCO’s GENCON has been the flagship general-purpose form since the 1920s; the most recent edition is GENCON 2022, which was a comprehensive rewrite of the 1994 version, incorporating a suite of modern BIMCO standard clauses addressing sanctions, war risks, piracy and other regulatory developments. For tanker voyage charters, the Asbatankvoy form — first published in 1977 — has been replaced by the newly released ASBATANKVOY 2025, jointly developed by BIMCO and ASBA, which modernises the form to reflect nearly five decades of industry change. The Shellvoy forms also remain in use in the tanker sector.
6–005 Why do old forms persist? The NYPE 1946 form, for example, is now over seventy-five years old, yet it remains in daily use in the dry cargo market. Even where newer editions exist, many brokers and traders prefer the form they know. The result is that the printed form often bears little resemblance to the final contract once rider clauses have been added: dozens of additional typed clauses may be appended, printed provisions may be deleted or overridden, and the original form becomes a skeleton on which a bespoke deal is hung. That pattern, an ageing printed template dressed up with layers of modern amendments, is one of the defining features of charterparty practice and one of its most fertile sources of disputes.
Beyond charterparties, and BIMCO
6–006 Standard forms beyond charterparties. The same model, start with a printed form, then negotiate around it, applies in other areas of shipping practice. In marine insurance, the Institute Clauses provide the standard framework for cargo, hull and freight cover, revised periodically by the London market. In shipbuilding, industry forms such as the SAJ Form, the AWES Form and the BIMCO NEWBUILDCON are available, though in that sector the standard terms tend to be treated as a starting point for heavy amendment rather than a near-final document. The underlying logic is always the same: a printed form provides the scaffolding, and the parties build their particular deal on top of it.
6–007 BIMCO’s role. The Baltic and International Maritime Council (BIMCO), founded in 1905 and headquartered in Copenhagen, is the principal industry body responsible for developing and maintaining standard form shipping contracts. It publishes and revises charterparty forms, bills of lading and related documents, and makes many of them available through its SmartCon online editing platform. BIMCO’s approach to revision is characteristically cautious: each new edition reflects both legal developments (such as court decisions that exposed ambiguities in earlier versions) and commercial feedback from shipowners, charterers, brokers and P&I clubs. The GENCON, for instance, was not comprehensively rewritten between 1994 and 2022 — a gap of nearly thirty years.
The broker’s role
6–008 The broker’s role in choosing the form. It is not always the principals who decide which form to use. Chartering brokers, who tend to specialise in particular vessel types and trades, often have considerable influence over the choice of form. A good broker will know which form is standard for a given trade route, which clauses typically need amending, and which rider clauses the market expects to see. That practical knowledge is one of the reasons why brokers continue to play a central role in the chartering market, even as electronic communication makes direct dealing between principals increasingly straightforward.
The fixture recap as the real contract
6–009 The fixture recap is usually the real contract. Once the main terms of a charterparty have been settled, the broker will typically circulate a recapitulation message, known in the trade as a “recap”, recording what has been agreed. The critical point for traders to grasp is that, in the overwhelming majority of cases, a legally binding contract comes into existence before any formal charterparty document is drawn up and signed. The market signals this by saying the vessel is “fully fixed” or that “all subs are lifted”. A recap email is then sent to confirm the fact.
6–010 The recap may be the only written record of the contract. In many cases, the parties never get around to drawing up a formal charter on the printed form. Their entire contractual relationship then has to be pieced together from the emails (or, in older fixtures, telexes and faxes) they exchanged during negotiations. The recap, in those circumstances, is effectively “the charterparty”. The Court of Appeal has described the practice of concluding charterparties by an exchange of emails as “entirely commonplace”.
6–011 The recap does double duty. English courts have recognised that the recap typically serves two purposes at once: it provides evidence that a deal was struck, and it also replaces whatever oral agreement preceded it, so that the recap becomes the authoritative statement of the parties’ bargain going forward. That is why the wording of the recap deserves close attention. It is not just a memo of what was discussed — it is the contract.
6–012 What a good recap should contain. A properly prepared recap will normally do three things. First, it identifies the standard form on which the charter is to be based — for example, “as per NYPE 2015” or “as per GENCON 2022” — so that both parties know which set of background terms and conditions applies. Secondly, it fills in the specific commercial details that the chosen form leaves to the parties: the freight or hire rate, laydays, the cancelling date, the loading and discharge ports, the governing law and arbitration clause, and so on. Thirdly, it records any amendments, additions or deletions the parties wish to make to the standard terms.
6–013 What happens when a formal charter is drawn up. Sometimes the brokers prepare a formal charterparty after the recap has been circulated, but the document is never signed. In that situation, the unsigned draft has no contractual effect; the parties’ rights remain governed by the correspondence in which they struck the deal. If, on the other hand, a formal charter is both drawn up and signed, the signed document supersedes the earlier agreement. The recap may still be relevant as a tool for interpreting the signed charter, but the signed document is the one that governs.
Subjects: main terms and details
6–014 “Subject to details” and “subjects” generally. A fixture described as “subject to details” will not usually be treated as requiring the parties to agree on every minor term before a binding contract can exist. Once the essential commercial terms are in place, a contract will normally be regarded as concluded, with the remaining details to be resolved as a matter of course. As one court put it, “sub details” means filling in the blanks, not reopening the entire negotiation. The position may be different, however, where the fixture is “subject to details” of a specific standard form (for instance, “sub details Gencon CP”), particularly where the form contains alternative provisions that call for a deliberate choice. The distinction between “subs” that are merely procedural and those that operate as genuine conditions precedent to the formation of a contract has been the subject of considerable recent litigation.
6–015 Main terms versus details. The difference between “main terms” and “details” has real legal consequences. Once main terms have been agreed, a party that tries to reopen them may be held to have repudiated the contract. Main terms will typically include the identity of charterer and owner, the vessel and its characteristics, delivery arrangements, charter duration, redelivery provisions, the hire or freight rate, and the printed form on which the contract is based. Items such as bunker specifications, speed warranties, brokerage rates and extension options are often classified as “details”, but the label can be misleading. In practice, many of these provisions are commercially critical, and a court will not ignore the fact that one or both parties treated a so-called “detail” as a deal-breaker during negotiations.
Rider clauses: where the real negotiation happens
6–016 Rider clauses: where the real negotiation happens. A rider clause, sometimes called an “additional clause” or simply a “typed clause”, is any provision that the parties add to the printed standard form to amend, supplement or displace one or more of its existing terms. In practice, rider clauses are where the serious commercial negotiation takes place. The printed form supplies the background architecture; the rider clauses determine who actually bears the risks that matter.
6–017 Why rider clauses are needed. No printed form can anticipate the commercial requirements of every fixture. Rider clauses fill the gaps. They may deal with matters the form ignores entirely: sanctions compliance, emissions trading obligations, vetting and approval requirements or restrictions on particular trades or cargoes. They may modify existing printed provisions that do not suit the parties, adjusting the laytime regime, the notice of readiness mechanics or the freight payment schedule. Or they may simply override printed clauses that allocate risk in a way one of the parties is not prepared to accept. Since the publication of NYPE 2015 and GENCON 2022, some rider clauses that were previously appended by the market have been incorporated into the printed form itself, but the need for bespoke additional clauses will never disappear entirely.
The hierarchy of terms under English law
6–018 The hierarchy of terms under English law. When rider clauses collide with the printed form, English law applies a well-established hierarchy. The principle, stated most clearly by the House of Lords in The Starsin, is that individually negotiated terms carry more weight than pre-printed provisions, because the pre-printed words were drafted to cover a wide range of situations to which the particular parties may never have directed their attention. The practical consequence is that typed or handwritten clauses (i.e. those that were specifically negotiated for the particular deal) will generally prevail over pre-printed clauses (i.e. clauses in standard forms) whenever the two cannot be read together.
6–019 The courts do not find inconsistency lightly. Before declaring one clause to prevail over another, the court will first try to read every provision in the contract together, giving each of them some meaningful effect. A genuine inconsistency exists only where two provisions are so directly contradictory that they cannot both be given effect. A clause that merely qualifies or narrows another does not create an inconsistency in the relevant sense. That said, the courts will not strain artificially to reconcile provisions that plainly pull in opposite directions, particularly where the clash is between main terms agreed in a recap and boilerplate language in an incorporated pro forma.
6–020 Additional tools of construction. English law provides several supplementary rules for resolving conflicts between clauses. Additional or rider clauses take priority over printed provisions. Later clauses prevail over earlier ones. Ambiguous provisions may be construed against the party that benefits from them (the contra proferentem principle). And where two clauses of the same type (both printed, or both typed) cover overlapping ground, the more specific provision will control within its particular subject area, while the general clause continues to operate in the background.
6–021 What can be learned from deletions. When parties using a printed form have struck out certain clauses, the court is entitled to consider what was deleted as an aid to interpreting what remains. The weight of authority now clearly supports this approach, and it can be a useful tool for understanding the parties’ intentions.
The practical risk of accidental inconsistency
6–022 The practical risk: accidental inconsistency. A surprisingly large number of shipping disputes arise not from bad faith but from the mechanical process of stitching together a contract from a recap, a printed form and a set of rider clauses. A recap might describe the laytime regime in terms that do not quite match the corresponding provision in the printed form. A rider clause drafted to address one issue may inadvertently affect the operation of a different printed clause elsewhere in the document. A printed exception clause may survive uncancelled even though a typed clause assumes the owner takes personal responsibility for the very matter the exception was designed to exclude. These are not hypothetical risks, they are the everyday reality of charterparty disputes.
6–023 The typed clause will usually win — but not always. The general rule that typed / specifically negotiated provisions override printed provisions in the event of a clash is not an absolute one. As the House of Lords recognised in The TFL Prosperity, a typed addendum designed to substitute for one printed clause does not automatically override every other printed provision just because it happens to be typewritten. The real question is whether the language of the typed clause is specific enough to demonstrate that the relevant party was accepting responsibility for performance, and whether treating the printed clause as subordinate would effectively strip it of all content.
Incorporation into bills of lading
6–024 Standard forms and the incorporation of terms into bills of lading. The relationship between charterparty standard forms and bills of lading raises its own distinct set of problems. It is extremely common for bills of lading to incorporate charterparty terms by general or specific words of reference. An important practical question is what happens when the charterparty has never been formally drawn up, or exists only in the form of a fixture recap. The answer under English law is that incorporation can still work. The Court of Appeal has confirmed that a charterparty recorded only in a recap, or even one that has never been drawn up and is referred to only through a chain of references to another charter between different parties, can be validly incorporated into a bill of lading.
6–025 Limits on incorporation. The rules governing which charterparty terms can be incorporated into a bill of lading are well settled, though their application to particular facts remains a regular source of dispute. If the bill uses broad words of incorporation, only charterparty provisions that are relevant to the carriage of goods will be brought in. If the bill uses narrower, more specific language, only those charterparty terms that fall squarely within the stated scope, and that can, with modest verbal adjustment, be applied sensibly in the context of a bill of lading, will be incorporated. And even a clause that satisfies those tests will not be incorporated if doing so would create an internal inconsistency in the bill.
Legal predictability and new editions
6–026 Standard forms and legal predictability. One of the reasons international traders choose English law for their shipping contracts is that the English courts treat standard forms as part of the commercial infrastructure. When parties adopt a well-known standard form, there is a presumption that they intend its terms to receive the same meaning as in every other contract on the same form. The courts will therefore interpret standard clauses in a way that makes commercial sense across the full range of transactions in which the form is likely to be used, rather than tailoring the interpretation to the particular facts of the dispute before them. That approach promotes certainty and discourages parties from attempting opportunistic reinterpretations of familiar language.
6–027 New editions take time to displace old ones. Market take-up of a new standard form is never instant. Traders are naturally reluctant to abandon a document they know well, and rider clause libraries built around the old form are not easily adapted overnight. The result is that multiple editions of the same form often circulate simultaneously: NYPE 1946, NYPE 1993 and NYPE 2015, for instance, or GENCON 1994 alongside the new GENCON 2022. Traders should be careful to ensure that the rider clauses they append are compatible with the particular edition of the form on which the fixture is based. A rider designed for one version may not work properly, or may create unintended inconsistencies, when grafted onto another.
A practical checklist
6–028 A practical checklist for traders and their advisers. First, confirm which standard form is being used and which edition. Secondly, read the recap with care, because in many fixtures, it is the contract. Thirdly, cross-check every rider clause against the printed provision it is intended to amend or replace; a clause drafted in isolation can easily create an unintended conflict. Fourthly, bear in mind that typed clauses will normally prevail over printed clauses in the event of a conflict, but do not treat that rule as a substitute for precise drafting. Fifthly, consider including a priority clause in the contract itself, specifying which layer of terms prevails in case of inconsistency. Sixthly, ensure that any “subjects” in the fixture are clearly defined: is the subject a genuine condition precedent to the formation of the contract or simply a procedural step? The distinction has significant consequences, as The Leonidas, The Newcastle Express and The Aquafreedom demonstrate. And finally, verify that the form chosen is appropriate for the vessel, the trade and the cargo. A surprising number of disputes originate not in any difficult point of law but in the simple fact that the wrong form was used, or the right form was used with the wrong riders.
Key authorities
Golden Ocean Group Ltd v Salgaocar Mining Industries Pvt Ltd [2012] EWCA Civ 265 — the Court of Appeal confirmed that concluding charterparties by email is “entirely commonplace” and that a binding contract can be contained in a chain of electronic messages without a signed formal charter.
Homburg Houtimport BV v Agrosin Private Ltd (The Starsin) [2003] UKHL 12 — the House of Lords held that individually negotiated terms carry more weight than pre-printed standard provisions; typed words on the face of a bill of lading prevail over conflicting pre-printed terms on the reverse. Public link
Tor Line AB v Alltrans Group of Canada Ltd (The TFL Prosperity) [1984] 1 WLR 48 — a typed addendum clause intended to replace a printed clause does not automatically override a printed exceptions clause merely because it is typewritten.
Pagnan SpA v Tradax Ocean Transportation SA [1987] 2 Lloyd’s Rep 342 — the court should attempt to read all clauses together harmoniously; inconsistency is not established merely because one clause qualifies another.
Fiona Trust & Holding Corp v Privalov [2007] UKHL 40 — arbitration clauses in standard form charterparties are to be construed broadly and commercially, on the presumption that rational businesspeople intend a single forum for all disputes arising out of their relationship. Public link
Nautica Marine Ltd v Trafigura Trading LLC (The Leonidas) [2020] EWHC 1986 (Comm) — Foxton J provided a comprehensive analysis of “subjects” in charterparty negotiations, holding that a “subject to suppliers’ approval” was a condition precedent to the formation of the contract rather than a performance obligation, so that either party remained free to walk away until the subject was lifted. Public link
DHL Project & Chartering Ltd v Gemini Ocean Shipping Co Ltd (The Newcastle Express) [2022] EWCA Civ 1555 — the Court of Appeal held that a proposed charterparty expressly stated to be “subject shipper/receivers approval” did not contain a binding arbitration agreement; the separability principle did not apply where the “subject” negated any intention to conclude a binding contract in the first place, including the arbitration clause. Public link
Southeaster Maritime Ltd v Trafigura Maritime Logistics Pte Ltd (The Aquafreedom) [2024] EWHC 255 (Comm) — Jacobs J applied The Leonidas and The Newcastle Express in holding that a fixture recap containing “charterers’ management approval” and terms “sub review both sides” did not give rise to a binding contract where the subjects had not been lifted before the owners withdrew from negotiations. Public link
