Introduction: Why Norwegian Saleform 2012?

The ship sale and purchase market is one of the world’s highest volume and most standardized asset markets. In this sector, where parties operate on different continents, under different legal systems, and in different languages, conducting negotiations using established standard forms rather than starting from scratch has virtually become a necessity. Among these standard forms, the most widely used is the Norwegian Saleform 2012 (abbreviated as “NSF 2012” or SALEFORM 2012), which dates back to 1925 and whose latest version was published in 2012 by BIMCO and the Norwegian Shipbrokers’ Association (NSA). The form is used in the vast majority of second-hand ship sales and purchases, especially in the Western hemisphere; in the Eastern market, it competes with the Japanese NIPPONSALE 1999, the Singapore Ship Sale Form 2011 in Asia, and SHIPSALE 22, independently published by BIMCO since 2022.

The purpose of this blog post is to examine each of the 18 clauses of NSF 2012 individually, discussing the practical meaning of each clause, the critical points emphasized during negotiation, relevant English court precedents, and its interaction with Turkish law. Specifically, the Lila Lisbon decision (Great Asia Maritime Ltd v. Orion Shipping & Trading LLC) rendered in 2025, has had profound effects on the industry regarding the interpretation of clause 14, and will be discussed in detail in this article.

General Structure of NSF 2012

NSF 2012 consists of 18 numbered clauses following the preamble and definitions section. The clauses are arranged in parallel with the flow of the transaction: first, the purchase price and deposit, then inspection, followed by underwater inspection before delivery, payment, documents, vessel’s condition and encumbrances, and finally, tax, choice of law, default, notices, and the entire agreement clause. The main innovations introduced in the transition from the 1993 version to the 2012 version are:

Redefinition of Class: In the 2012 version, the term “Class” was defined not as the classification society, but as the class notation; the seller was mandated to include the class notation in the MoA.

Deposit flexibility: While the traditional 10% rate was maintained, parties were given the option to set a different rate.

Concept of Deposit Holder: The assumption that the deposit would necessarily be held by the seller’s bank was abandoned; the way was opened for an independent deposit holder to be chosen.

Notice of Readiness (NOR): Instead of the phrase “vessel ready in all respects for delivery” as the payment trigger for the price, the issuance of the NOR was adopted.

Entire Agreement Clause (Article 18): In response to discussions in the case of Dalmare v. Union Maritime (The Union Power), an explicit entire agreement clause was added, excluding implied terms.

Article 1 — Purchase Price (Purchase Price)

The form provides for the purchase price to be specified in a single currency and figure. In practice, the purchase price is almost without exception denominated in US Dollars. The apparent simplicity of the clause should not be misleading; as the payment structure, schedule, and the banking channel to be used have extremely critical legal consequences.

Practical Points

Whether the price is net or gross: Whether the price includes bank transfer charges should be regulated by a banking charges clause to be added by the buyer.

ROB (Remaining on Board): The value of items such as fuel, oil, and grease on board is not included in the purchase price; it is calculated separately (see Article 7).

Performance guarantee: There is no guarantor clause in the NSF 2012 preamble. Since parties typically use SPV companies, the signing by the buyer’s and seller’s parent companies as guarantors is regulated by rider clauses.

Article 2 — Deposit (Deposit)

The deposit, as a guarantee of the proper performance of the contract, is paid into an interest-bearing account within three banking days following the signing of the MoA and the written confirmation by the Deposit Holder that the account has been opened. Although the standard rate is 10%, the parties may agree on a different rate.

Legal Nature of the Deposit

Under English law, a deposit is a classic mechanism that demonstrates the buyer’s intention to perform and simultaneously serves as security for the seller. Following the decision in PT Berlian Laju Tankers v. Nuse Shipping (The Aktor) [2008] EWHC 1330 (Comm), clarification added to NSF 2012 explicitly states that the deposit is part of the sale price. This means that as long as the buyer is not in default, the deposit will be automatically offset against the price upon delivery.

Failure to Pay the Deposit

Failure to pay the deposit on time is considered a buyer’s default under NSF 2012 Article 13. As compiled by Haynes Boone, English courts have acknowledged that in such a case, the seller has the right to terminate the contract and claim damages incurred, along with all costs.

Article 3 — Payment of the Remaining Price (Payment)

Article 3 regulates the payment of the remaining balance by the buyer within three banking days from the date of issuance of the Notice of Readiness, and no later than the delivery of the vessel. The payment is sent via SWIFT MT 103 message to the seller’s bank; it is confirmed with an MT 199 message to hold the payment in suspense until the moment of delivery. This mechanism ensures the simultaneous closing of the actual delivery of the vessel and the release of the payment to the seller.

Difference from the 1993 Version

NSF 1993 required the condition that the vessel be “physically ready for delivery in all respects” for the payment to be made. In the 2012 version, this phrase was removed, and merely issuing the NOR was deemed sufficient. This change narrowed the scope for disputes by linking the buyer’s payment obligation to a more mechanical trigger.

Pandemic and Performance Impediments

As stated in the analysis by Hill Dickinson, NSF 2012 does not contain a force majeure clause, and there is no general doctrine of force majeure in English common law. During the COVID-19 period, for buyers to avoid payment obligations, they either had to invoke the doctrine of frustration (which is interpreted very narrowly) or refer to individual clauses of the contract. This suggests that parties should consider adding a specific force majeure clause in modern negotiations.

Article 4 — Inspection

Article 4 offers two alternatives:

(a) option: The Buyer has inspected the vessel and reviewed its class records prior to the signing of the contract. The contract is outright and definite from the start.

(b) option: The contract is subject to the buyer’s subsequent inspection. The buyer must notify in writing within 72 hours of completing the inspection that they accept the vessel; otherwise, the contract shall be deemed null and void and the deposit returned to the buyer with interest.

The form stated that option (a) would apply if no option was deemed invalid. This point is often overlooked in negotiations; the parties must clearly indicate which alternative they have chosen.

A Significant Gap: Right to Test

As also pointed out by Clyde & Co’s analysis, NSF 2012 did not explicitly regulate the buyer’s right to test the machinery and systems. In contrast, SHIPSALE 22 explicitly prohibited the buyer from testing the vessel. In practice, buyers, especially for vessels they have not previously known, add a separate rider clause to the contract that allows for machinery and system tests.

Article 5 — Notices, Time and Place of Delivery

This is perhaps the clause that causes the most disputes in practice. Article 5 regulates three fundamental concepts:

Delivery Range: The geographical area or range of ports where the vessel can be delivered. Usually, the seller chooses a port on the most suitable route for the vessel’s trade.

Notice of Readiness (NOR): The seller’s written notification that the vessel is ready for delivery. NSF 2012 also regulates various approximate notices that must be given before the NOR.

Cancelling Date: The final date by which the vessel must be ready for delivery. After this date, the buyer has the right to terminate the contract.

Extension of the Cancelling Date

NSF 2012 Article 5(c) grants the seller the right to propose a new cancelling date to the buyer before the original cancelling date. The buyer must choose between accepting this new date or terminating the contract within three banking days; their silence implies acceptance of the new date.

The Lila Lisbon Case (2025): Nature of the Obligation to Give NOR

The case of Great Asia Maritime Ltd v. Orion Shipping & Trading LLC (the Lila Lisbon) [2025] EWCA Civ 1210 is a landmark decision regarding the interpretation of NSF 2012. In the case, the Court of Appeal explicitly stated that the seller was under a duty to exercise reasonable diligence in giving NOR and being ready to complete a valid legal transfer by the cancelling date. At first instance, Dias J had ruled that the seller had no such obligation; however, the Court of Appeal unanimously overturned this decision.

Article 6 — Underwater Inspection and Drydocking

Article 6 regulates the buyer’s right to conduct a pre-delivery underwater inspection (UWI) and the associated drydocking procedure. The buyer must exercise the option for an underwater inspection at least 9 days before the date on which the seller indicates their intention to give NOR.

Results of the Underwater Inspection

If damage affecting the class is found in the rudder, propeller, ship’s bottom, or other parts below the load line: The Seller must remedy the damage at their own expense, unconditionally/without recommendation. Underwater inspection costs and class surveyor fees are also borne by the Seller.

If the damage found does not affect the class: No obligation for repair arises; however, the Buyer may negotiate if desired.

If drydocking is required: If there is no suitable drydock at the port of delivery, the Seller will take the vessel to a port where suitable drydocking facilities are available; the cancellation date will be extended by the necessary additional period (maximum 14 days).

Lockdown Interpretation of the Clause

Hill Dickinson argued that it would be incorrect to interpret the phrase “conditions at the port of delivery are not suitable for inspection” in Article 6 during the pandemic as being limited solely to sea and weather conditions; quarantine and local health conditions could also be considered within this scope. This interpretation offers an important tool in terms of contract flexibility.

Article 7 — Spares and Bunkers (Spares / Bunkers, etc.)

Article 7 regulates the status of elements such as the ship’s spare parts, fuel, and lubricating oil (Remaining on Board — ROB). There are two fundamental principles here:

Spare parts (spares): Spare parts considered part of the vessel and kept on board are included in the sale of the vessel without additional cost. Spares landed ashore are subject to the same provision.

Fuel, oil, grease, and other consumables: The Buyer shall additionally purchase these items remaining on board at the time of delivery, based on the pricing agreed by the parties (usually market price or the Seller’s last purchase price).

Excluded Items

Captain’s personal belongings, crew’s personal effects, leased equipment, and items marked with the seller’s brand name are generally not included in the sale. The innovation brought by SHIPSALE 22 is that this list is arranged as a separate annex in the appendix of the form; in NSF 2012, this list is arranged with a rider clause.

Article 8 — Documents (Documentation)

Article 8 contains a list of documents to be provided by the seller to the buyer at closing. The general practice is for this list to be deemed insufficient, and for the parties to add a detailed list of delivery documents (Delivery Documents Schedule) via an addendum. As highlighted by the analysis of an Anatomy of a vessel S&P transaction, each of these documents serves a specific legal function during the closing process.

Typical Closing Documents

Bill of Sale: The instrument that effects the transfer of ownership to the buyer. Apostille or consular approval is usually required by the flag state authorities.

Transcript of Register: Shows the vessel’s status on the register and any encumbrances, and must be current as of the delivery date.

Class Maintenance Confirmation: A letter from the classification society confirming that the vessel maintains its class without recommendations.

Deletion Certificate: Shows that the vessel has been deleted from the seller’s flag registry and that the buyer can register it under the new flag.

Commercial Invoice: Separate invoices for the vessel and ROB.

Protocol of Delivery and Acceptance: A record confirming the date, time, and location of delivery.

Article 9 — Encumbrances

This is perhaps the most important warranty clause for the buyer. Article 9 guarantees that the seller will deliver the vessel free from all charter agreements, encumbrances, mortgages, maritime liens, and other debts at the time of delivery. Furthermore, the seller undertakes to indemnify the buyer against any claims that may be directed at the vessel during the period prior to delivery.

The Transnational Nature of Maritime Liens

As indicated by the Karatzas Shipbrokers analysis, a vessel travels through numerous jurisdictions during its lifetime, and different types of creditors in different countries may have acquired statutory liens on the vessel. It is physically impossible for the buyer to pre-determine all these burdens. Therefore, the indemnity clause in Article 9 is an extremely critical safeguard for the buyer.

Execution Sales

The sale of a vessel through bankruptcy or enforcement proceedings offers an alternative mechanism when the seller is insolvent or undergoing bankruptcy proceedings. In sales made through enforcement, all encumbrances on the vessel are cleared, and the buyer can apply to the registry for a clean title. Similarly, in Turkish law, vessel sales conducted through enforcement proceedings within the framework of the provisions of the Turkish Commercial Code no. 6102 and the Enforcement and Bankruptcy Law provide clean title.

Article 10 — Taxes, etc. (Taxes, etc.)

Although the logic of Article 10 is simple, its practical implications are significant: taxes, fees, and expenses related to the purchase of the vessel and its registration under the buyer’s flag are borne by the buyer; while the costs of deletion from the seller’s register are borne by the seller. As humorously remarked by Karatzas, “maritime is perhaps the only industry where tax and entertainment can be used in the same sentence” — because in ship sales, flags that are advantageous in terms of tax regimes (e.g., Marshall Islands, Liberia, Panama, Malta) are usually chosen.

Tax Dimension for Turkish Parties

From the perspective of Turkish law, the tax regime applicable to ship sales differs depending on whether the vessel is registered with the Turkish International Ship Registry (TUGS — under Law No. 4490) or the National Ship Registry. Significant tax exemptions (such as income tax, VAT, stamp duty) are available for TUGS-registered vessels. During negotiations, this difference in regimes shapes the answer to the question of who will bear which tax.

Article 11 — Condition on Delivery (Condition on Delivery)

Article 11 regulates the condition of the vessel at the time of delivery based on three main criteria:

As she was at the time of inspection (as she was at the time of inspection): Excluding ordinary wear and tear.

Without damage affecting her class: “Average damage affecting class” — meaning there should be no class-affecting damages of the kind typically covered by hull and machinery insurance.

With class certificates and other certificates valid: The vessel’s class and other national certificates are expected to be valid at the time of delivery, unconditionally and without recommendations.

Dalmare v. Union Maritime (The Union Power)

This case created a significant break in the interpretation of Article 11 of NSF 1993. The English court concluded that Article 11 of NSF 1993 did not exclude the implied requirements of satisfactory quality and fitness for purpose arising from the 1979 Sale of Goods Act. Consequently, Article 18 (Entire Agreement) was added to NSF 2012, explicitly regulating the exclusion of these implied terms to the extent legally possible.

Nature of the Vessel and Repudiation

Simonsen Vogt Wiig’s detailed analysis draws attention to how a breach of Article 11 would be classified under English law. In English law, clauses are divided into three categories: conditions (termination + damages), warranties (damages only), and innominate/intermediate terms (consequences varying according to the severity of the breach). It is not clear which category Article 11 belongs to; therefore, if the buyer wishes to rely on a breach of Article 11 to repudiate delivery, they must exercise caution and ensure that the breach is indeed a defect affecting the fundamental nature of the vessel.

Article 12 — Vessel’s Name and Markings (Name / Markings)

Article 12 regulates the buyer’s right, after delivery, to rename the vessel with a name of their choosing and to change its flag. The vessel must not bear the seller’s brand, logo, or similar visual identity elements; the buyer is expected to change these markings within a reasonable time after delivery. This clause ensures the protection of the seller’s trademark and reputation.

Article 13 — Buyer’s Default (Buyers’ Default)

Article 13 regulates the seller’s rights in case of buyer’s default. The default scenarios are as follows:

Failure to pay the deposit on time: The seller may terminate the contract; they may claim all damages incurred, including all costs and interest.

Failure to pay the balance upon delivery: The seller may take the deposit by having it released to them; this is a minimum compensation. If the deposit does not cover the seller’s damage, they may also claim additional compensation for the difference. If the price obtained from the resale of the vessel falls below the initial price, the difference may also be compensated.

Failure to take delivery: The same consequences apply.

It should be noted that Clause 13 is designed symmetrically to the “seller’s default” structure in Clause 14; and that in the Lila Lisbon decision, the Court of Appeal also emphasized this symmetry, considering that the seller could also face compensation for loss of bargain.

Clause 14 — Seller’s Default (Sellers’ Default)

Clause 14 is perhaps the most litigated clause of NSF 2012 and consists of two paragraphs:

The Lila Lisbon Case (2025): Loss of Bargain Damages

The interpretation of this article has long been a subject of debate. In 2025, the Court of Appeal reached the following key conclusions in the Lila Lisbon case (Great Asia Maritime Ltd v. Orion Shipping & Trading LLC):

First conclusion: The Seller is under an obligation to exercise reasonable diligence in giving NOR and completing the transfer by the cancellation date. The first instance decision stating the contrary has been overturned.

Second conclusion: Article 14 covers not only damages accrued before termination, but also loss of bargain damages. This means that in a contract cancelled due to the Seller’s negligence, the Buyer may receive as compensation the difference between the market price and the contract price on the date of termination.

In the Lila Lisbon case, the buyers received nearly $3.5 million in total compensation, comprising $1.85 million for loss of bargain and $1.65 million for loss of use. This decision serves as a serious warning to all seller parties working with NSF 2012; the diligent and timely execution of delivery preparations is now linked to a clearer legal sanction.

Critical Commentary

Twenty Essex and Preston Turnbull’s analyses highlight the decision’s two-layered importance: on one hand, the existence of the seller’s positive obligation has been clarified, and on the other hand, the calculation of damages has gained parallelism with Sale of Goods Act 1979 s.51. Accordingly, the compensation is the difference between the market price and the contract price on the date of termination.

Article 15 — Buyer’s Representatives (Buyers’ Representatives)

Article 15 regulates the buyer’s right to place their representatives (usually a captain and a chief engineer) on board the ship before delivery, during the ship’s final voyages. These representatives are present as observers without interfering with the ship’s operation. This practice is particularly important for second-hand dry bulk carriers, as it allows the buyer to become familiar with the ship and its crew.

Insurance and Liability

Article 15 clearly defines the distribution of risk regarding damages that buyer’s representatives may suffer or cause while on board the ship. Generally, the buyer indemnifies the seller for damages to or caused by their representatives.

Article 16 — Commission (Brokerage)

Article 16 regulates the payment of brokerage commission. The standard practice is for the commission to be paid by the seller, calculated on the deposited amount. Brokers typically receive a commission of 1-2%; different rates can be negotiated in special circumstances. In cases where parties change brokers or a dispute arises, there are regulations in English law, such as the Third Parties (Rights Against Insurers) Act, regarding the broker’s right to bring an action in their own name.

Article 17 — Notices (Notices)

Article 17 regulates how formal notifications between the parties are to be made and the conditions for them to be deemed valid. Notifications must be in writing and delivered to the communication addresses specified in the agreement via hand delivery, fax, email, or courier. As the Mondaq analysis points out, the definition of the term “written” is not tied to the notification mechanism in Article 17; this situation may lead to some uncertainties regarding the validity of electronic notifications.

Article 18 — Choice of Law, Arbitration, and Entire Agreement

Article 18 is the most strategic clause of the form and actually covers two separate issues: (i) choice of law and arbitration, (ii) the entire agreement clause.

Choice of Law and Arbitration

NSF 2012 offers three alternatives:

(a) English law and London arbitration (LMAA Rules): The default choice. This is the most commonly preferred alternative in the industry.

(b) New York law and New York arbitration: The alternative preferred by American parties.

(c) Any other law and forum freely chosen by the parties.

As stated in Wikborg Rein’s NSF/NIPPONSALE comparison, while NIPPONSALE only offers the option of Tokyo arbitration, the variety of options offered by NSF 2012 makes the form more flexible in commercial negotiations between different parties.

Entire Agreement Clause

The most critical part of Article 18 is: “The written terms of this Agreement constitute the entire agreement between the Buyers and Sellers concerning the sale and purchase of the vessel […] Any implied terms arising from any law or statute applicable to this Agreement are excluded to the extent that such exclusion can lawfully be made.”

The background to this provision is The Union Power case, where the English court found that the implied terms of the Sale of Goods Act 1979 (satisfactory quality, fitness for purpose) were not excluded by NSF 1993 Clause 11. NSF 2012 Clause 18 aims to explicitly exclude these implied terms.

Clause 18 Under Norwegian Law

According to a 2024 analysis by Simonsen Vogt Wiig, in a dispute between a German seller and a Norwegian buyer in Norway, the court of first instance accepted that Clause 18 excluded the provisions of the Norwegian Sale of Goods Act and could exclude the seller’s liability for negligent misrepresentation. The court of appeal upheld the outcome on different grounds, and the Supreme Court refused to hear the case. This indicates that the scope of Clause 18 under Norwegian law is still not fully clear.

A Turkish Law Perspective

In Turkish law, Clause 18 can be regarded as an entire agreement clause. Within the framework of TCO Article 27 (contrary to morality) and TCO Articles 19-20 (freedom of contract), in a commercial ship sale where the parties are not consumers, such a clause is largely expected to be considered valid. However, it should be kept in mind that the warranty against defects cannot be excluded in cases of the seller’s fraud or gross negligence (TCO Article 221).

NSF 2012 vs. SHIPSALE 22: A Practical Overview

SHIPSALE 22, published by BIMCO in 2022, was designed as an alternative to NSF 2012. The most fundamental differences between the two forms can be summarized as follows:

Structure: SHIPSALE 22 has reordered the clauses according to the actual flow of the transaction. NSF 2012, on the other hand, retains the classical arrangement.

Testing right: SHIPSALE 22 expressly prohibits the buyer from testing the engines and systems; NSF 2012 is silent on this matter.

Underwater inspection: While NSF 2012 provides for a 9-day notice period, SHIPSALE 22 does not foresee such a period.

Acceptance notice period: 72 hours in NSF 2012, 5 days in SHIPSALE 22.

Sanctions and anti-corruption: SHIPSALE 22 includes sanctions, anti-corruption, and confidentiality clauses as standard; in NSF 2012, these clauses are usually added as a rider.

Guarantors: SHIPSALE 22 includes a direct box for buyer and seller guarantors; in NSF 2012, this matter is resolved through practical intervention.

Electronic closing: SHIPSALE 22 allows for an electronic closing meeting; NSF 2012 assumes a physical closing.

Interaction of Turkish Law with NSF 2012

When Turkish parties use NSF 2012, there are several layers they need to pay attention to:

1. Turkish Commercial Code art. 1001 Form Requirement

For the sale of a Turkish vessel registered in the registry, NSF 2012 alone is not sufficient; in addition, a transfer agreement must be executed (i) in written form, (ii) with signatures notarized, as required by Turkish Commercial Code art. 1001, and (iii) possession of the vessel must be transferred to the buyer. In practice, this is achieved by adding a short Turkish (or bilingual) deed of transfer alongside the NSF 2012 text and signing it before a notary.

2. Conflict with the Principle of Public Trust in the Registry

In Turkish law, there is a doctrinal debate between the principle of reliance on the register, regulated by Article 983 of the TCC (Turkish Commercial Code), and the transfer of possession required by Article 1001 of the TCC. For parties working with NSF 2012, completing the actual delivery and the register registration simultaneously is the safest way to protect against the uncertainties that this debate may give rise to.

3. Choice of Law in terms of Private International Law

When the parties choose English law via NSF 2012, this choice is considered valid before Turkish courts in accordance with Article 24 of the PILPL (Private International Law and Procedural Law). However, it is evaluated within the framework of the mandatory provisions of Turkish law (e.g., the seller’s fraud in a warranty against defects cannot be excluded). When arbitration is chosen, the intervention of Turkish courts remains extremely limited within the framework of the International Arbitration Law.

4. Turkish International Ship Register (TUGS)

For ships covered by TUGS Law no. 4490, special entries may need to be made in the contract. The harmony between the tax advantages provided by the TUGS regime and Article 10 of NSF 2012 is critically important for the buyer’s tax planning.

Recent Developments and SALEFORM 2025

A new revision under the name SALEFORM 2025 has been under development in the sector for the past few years. This new version, expected to be published as a result of joint work by the Norwegian Shipbrokers’ Association and BIMCO, will retain the basic structure of NSF 2012 while incorporating updates in the following areas:

Banking and payment mechanisms: Different payment options, updated escrow provisions, and protective arrangements against delays that may arise from KYC/AML processes.

Bunker and spare parts: Clearer allocation of responsibilities.

NOR procedures and termination windows: Following the Lila Lisbon decision, the standards of obligation are expected to be put into writing.

If published, SALEFORM 2025 will gradually replace NSF 2012; however, given NSF 2012’s established position in the industry, this transition may take years.

Conclusion and Practical Recommendations

Norwegian Saleform 2012 is the common language of the ship sale and purchase market. Its 18 clauses reflect negotiation practices accumulated by the industry over decades and established interpretations of English courts. However, no standard form is perfect; in practice, almost every contract is expanded, customized with rider clauses, and adapted to the specific needs of the parties.

For Turkish parties, the use of NSF 2012 is highly effective insofar as it is harmonized with the mandatory provisions of Turkish law. Specifically, matters such as the formal requirements of TCC Art. 1001, the tax regime (TUGS), flag change, and registry enrollment need to be regulated separately from a Turkish law perspective. In light of new precedents like Lila Lisbon (2025), sellers’ obligations have become clearer, and buyers’ rights to compensation have expanded.

Practical recommendations can be summarized as follows: (i) Always start negotiations with an expert maritime law consultant; (ii) Keep the binding nature of subjects (prerequisites) controlled during the recap stage; (iii) Clarify the deposit holder and account terms; (iv) Clearly regulate the scope of the right of inspection — especially the authority to conduct tests; (v) Leave a reasonable buffer for the cancelling date and make the extension mechanism clear; (vi) Solidify the encumbrance guarantee and the indemnity period; (vii) Determine the ROB pricing basis and the list of excluded items in the appendices; (viii) Review sellers’ obligations and standards of reasonable care in light of Article 14; (ix) Make a strategic choice for choice of law and arbitration; and (x) Separately negotiate the scope of the entire agreement clause and its implications under Turkish law.

In conclusion, working with NSF 2012 is not merely a form-filling exercise; it is a strategic process that brings together industry practice, precedents, and the art of negotiation. The success of this process hinges on reading and understanding the form “article by article,” and then reinterpreting each article in a way that aligns with the specific interests of the party.