AGREEMENT
AND INDEMNITY FOR ISSUANCE OF IRREVOCABLE DOCUMENTARY CREDIT
1. I/We authorise the Bank to accept or pay
for my/our account the draft(s) and/or documents purporting to be drawn under
and tendered or negotiated pursuant to this Credit and to pay all sums which
appear or purport to be claimed or demanded or which the Bank is liable to pay
in accordance with or pursuant to this Credit, without any reference to or
further authority from me/us and without inquiry into the justification for it
or the validity, genuineness or accuracy of any statement or certificate
received by the Bank with respect to or under this Credit and despite any
contestation on my/our part. I/We agree that any such draft(s) and/or documents
or claims or demands for payment of any such sums shall be binding on me/us and
shall as between the Bank and me/us, be accepted by me/us as conclusive
evidence that the Bank was liable to pay or comply with them.
2. The advising and/or negotiation of the
draft(s) and/or documents drawn under this Credit may at the Bank's discretion
be confined to the Bank's branches or its agents.
3. I/We shall hold the Bank and the Bank's
agents free from any responsibility for (a) any delay, mistake or omission that
may happen in the transmission of the instructions or in the misinterpretation
of such instructions, (b) the correctness or genuineness of the documents
submitted which on the face thereof appear to be in order, (c) the loss or
delay in the forwarding of the documents or (d) any error, neglect or default
of any of the Bank's agents.
4. Where the Bank agrees to accept a delivery
order/delivery note/cargo receipt or other similar document signed by me/us or
my/our nominated agent/representative acknowledging receipt of the goods being
in good order and condition whether for the account of the Bank or otherwise,
I/we hereby waive all irregularities, discrepancies, inconsistencies,
omissions, insufficiencies, missing documents and delays in the documents
received by the Bank or tendered under this Credit including late presentation
and expired Credit. I/We also undertake to accept that all such documents
correspond with this Credit and I/we will accept any draft(s) and/or documents
drawn on me/us and the Bank is irrevocably authorised to pay on presentation or
maturity, as the case may be, the amount or amounts of the said draft(s) and/or
documents together with all charges if any and to debit my/our account(s)
accordingly.
5. The Bank shall not in any circumstances be
held responsible for any detention, loss or deterioration of, or any damage to
the goods or for any failure to insure them, or for their quantity, quality,
condition or delivery or the correctness, validity, sufficiency or genuineness
of any of the documents relating to them.
6. I/We agree that the Bank shall have
security interests in and hold as security all documents issued, drawn under or
otherwise in connection with this Credit (including but not limited to any
shipping documents, cargo or warehouse receipts, policies of insurance, and/or
any documents accompanying or relative to the draft(s) and/or documents drawn
under this Credit), goods shipped under or pursuant to this Credit or any
subsequent sale thereof by me/us and the proceeds of each and all of the
foregoing (collectively the "Secured Property"), for all monies,
interest, fees, commission and/or charges, obligations and liabilities, whether
absolute or contingent, which are now or may at time hereafter be owing by
me/us to the Bank (collectively the "Obligations") until such time as
all my/our obligations or liabilities to the Bank have been fully paid or
discharged. The Bank may hold and dispose of the Secured Property or any part
thereof whether or not in the Bank's possession or control or that of me/us or
that of your correspondent(s) in the event I/we default in the Obligations or
any part of it to the Bank without any further notice to me/us. If the sale
proceeds do not pay for all of the Obligations, I/we shall immediately pay the
remaining amount due to the Bank. All fees (including attorney's fees on a full
indemnity basis), charges, expenses and taxes incurred in connection with the
sale shall be borne by me/us. I/We further agree to indemnify the Bank against
all claims arising out of any assertions by any third party in connection with
the sale of any or all of the Secured Property.
7. I/We further agree that in the case of loss
of the goods shipped, I/we shall have no claim against the Bank in respect of
the policies of insurance of the goods and the Bank shall be entitled to obtain
payment of all monies payable under the policies and to apply the monies
received thereunder towards payment of the Obligations in the manner stated in
clause 6 above.
8. I/We irrevocably and unconditionally
undertake and agree:
a) to pay interest at the rate fixed by the
Bank from time to time with monthly rests from the date of the draft(s) and/or
documents to the date of payment by me/us;
b) to pay the Bank's usual commission and all expenses and the
Bank's agents’ charges, if any;
c) to pay the current rate of exchange at the
date of payment as conclusively determined by the Bank unless otherwise agreed;
and
d) that where any taxes, levies or charges
whatsoever are now or hereafter required, imposed or enforced by law (including
any goods and services tax) or required to be paid on or in respect of any
monies (including fees payable to the Bank or its agents or any fees, costs and
expenses incurred by the Bank or its agents) shall be borne by or chargeable to
me/us and payable by me/us to the Bank on demand in addition to all other
monies payable to the Bank and the Bank is entitled to debit my/our account
with the Bank for payment of the Bank's commission, expenses, costs (legal or
otherwise) and the Bank’s agents’ charges, if any, together with such taxes
under or in connection with or in respect of this Credit.
9. I/We irrevocably agree that the Bank may
take instructions on and release all documents received from me/one of us
singly without reference to the rest of us.
10. I/We undertake to pay to the Bank on demand
all amounts paid by the Bank under this Credit or in the case of draft(s)
and/or documents accepted under this Credit to place the Bank in funds to meet
such draft(s) and/or documents on or before maturity. I/we further undertake to
execute all documents and take all actions upon the Bank’s request with a view
to protecting the Bank’s interests in the Secured Property. In each case payment will (unless otherwise
agreed or required by the Bank) be made in Singapore Dollars in Singapore or in
the foreign currency which is the legal tender in the respective currency
settlement centre together with the Bank's commission and all interests,
charges and expenses payable to or incurred by the Bank under or in connection
with or in respect of this Credit. Interests for these purposes shall accrue
upon such amounts as stated above, from the date when such amounts were first
paid by the Bank until payment of them by me/us in full (both after as well as
before judgement), at such percentage rate per annum above the cost to the Bank
(as conclusively determined by the Bank) of acquiring such funds in such
currency and manner as the Bank may from time to time decide. The Bank may take
such action as the Bank may think fit to reimburse itself in respect of any
payments made or other liabilities incurred by the Bank under or in connection
with or in respect of this Credit.
11. Where the Bank or any other bank negotiates,
pays or accepts the draft(s) and/or documents received or tendered under this
Credit after acting in good faith and without gross negligence to determine
that they comply with this Credit, such draft(s) and/or documents tendered
shall be deemed to be in order and shall irrevocably bind me/ us to make
payment to the Bank for the amount or amounts of the draft(s) and/or documents
and the Bank is duly authorised to debit my/our accounts accordingly.
12. I/We shall if requested by the Bank, and such
request may be made at the sole discretion of the Bank and the Bank shall not
be under any obligation to make any such request, state whether the documents
tendered are to be accepted in spite of discrepancies, if any, and such reply
or response shall be made by telephone or by telex or by telefax or by other
electronic transmission or in writing delivered by hand to reach the Bank
within 24 hours of the receipt of the request. In the event I/we do not respond
or delay in responding, the Bank may reject discrepant documents without
further reference to me/us.
13. Where discrepancies have been noted and the
Bank rejects the related drawing/presentation of documents as a result of such
discrepancies, I/we irrevocably and unconditionally agree to indemnify the Bank
in the event that the rejection of documents is subsequently held by any court
of law to be invalid and the Bank is irrevocably authorised to debit my/our
account(s) with the amount payable together with all interest, charges and all
related costs including all losses, costs (legal or otherwise) and expenses
incurred, sustained or suffered by the Bank in connection therewith.
14. I/We shall indemnify the Bank and keep the
Bank indemnified against all liabilities, losses, damages, costs, expenses,
claims and demands which the Bank may suffer, incur or sustain by reason or on
account of the Bank opening or issuing or establishing this Credit or arising
in relation to or out of this Credit or otherwise howsoever, including all
legal and other costs (on a full indemnity basis), charges and expenses the
Bank may incur in connection with the enforcement, or attempted enforcement of
the Bank's rights under this indemnity or under or in connection with or in
respect of this Credit. I/We authorise the Bank to debit my/our accounts with
the Bank all amounts owing or payable by me/us to the Bank under this indemnity
or under or in connection with or in respect of this Credit.
15. In addition to any general lien, right of
set-off or any other right to which the Bank may be entitled by law, the Bank
may at any time at the Bank's discretion and without notice to me/us set-off or
transfer any sum or sums standing to the credit of my/our account from time to
time (including any fixed deposit account, notwithstanding that any deposit on
such fixed deposit account has not matured or any of the special conditions
applicable to the deposit have not been satisfied) in or towards payment or
satisfaction of all or any monies or liabilities (whether actual or contingent)
due or owing to the Bank under or in connection with or in respect of this Credit.
16. Where the context so admits:-
a) the singular includes the plural and vice versa;
b) references to persons include references to companies or
corporations and vice versa; and
c) where there is more than one person
included in the references "we", "our" and "us",
all references to "we", "our" and "us" shall be
read as referring to all or any one or more of such persons and all covenants,
agreements, undertakings, terms, stipulations and other provisions hereof shall
be deemed to be made by and be binding on them jointly and severally; and all
notices and other communication sent to any one of them shall be deemed to be
sufficient notification to all of them.
17. The “Bank” refers to Oversea-Chinese Banking
Corporation Limited in
18. Unless otherwise instructed, this Credit would
be subject to the latest version of the ICC Uniform Customs and Practice for
Documentary Credits, International Chamber of Commerce,
Updated as
of July 2007. UCP600/2007