Terms and Conditions For Documentary Credit Application

IRREVOCABLE DOCUMENTARY CREDIT APPLICATION
TERMS AND CONDITIONS - AGREEMENT AND INDEMNITY

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 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/agents.

3. I/We shall hold the Bank and the Bank's agent 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 correspondents.

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. The said documents and the goods shipped shall be held by the Bank as security for all or any monies for which I/we may at any time be liable to the Bank under this Credit and in default of payment on presentation of the draft(s) and or documents drawn under this Credit the Bank may without giving notice to me/us sell the said goods or any part thereof by public auction or private contract and apply the net proceeds in or towards payment of the draft(s) and or documents or any other monies including interest for which I/we shall be liable to the Bank under this Credit and if the proceeds should be insufficient to pay the Bank the amount of any deficiency immediately on demand. In case of loss of the goods shipped I/we shall have no claim against the Bank in respect of the insurance of the goods shipped and the Bank shall be entitled to obtain payment of the monies payable under the policy of insurance thereof and to apply the net proceeds in the manner hereinbefore provided in the case of the net proceeds of the sale of the said goods. I/We shall have no claim against the Bank whatsoever in respect of any such goods or the documents relating thereto.

7. 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 agent's charges, if any;

c) to pay the current rate of exchange at the date of payment unless otherwise agreed;

d) that where any goods and services tax or other taxes levies or charges whatsoever are now or hereafter required imposed or enforced by law (including the Goods and Services Tax Act 1993) or required to be paid on or in respect of any monies (including fees payable to the Bank or its agent banks or any fees costs and expenses incurred by the Bank or its agent banks) 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 agent charges if any together with such taxes under or in connection with or in respect of this Credit.

8. 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.

9. 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. 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.

10. 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 the event that the Bank has to defend itself.

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 between solicitor and client) charges and expenses the Bank may incur in connection with the enforcement, or attempted enforcement of the Bank's rights under the Terms and Conditions-Agreement and Indemnity or under or in connection with or in respect of this Credit.

15. 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 the Terms and Conditions- Agreement and Indemnity or under or in connection with or in respect of this Credit.

16. 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.

17. In the Terms and Conditions - Agreement and Indemnity 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;

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.

18. The Bank means and includes Oversea-Chinese Banking Corporation Limited and its successors and assigns.

19. This Application and Credit is subject to the Uniform Customs and Practice for Documentary Credits 1993 Revision International Chamber of Commerce, Paris, France, Publication No 500 and shall be governed by and construed in accordance with Singapore law. In the event of inconsistency, the laws of Singapore shall prevail. I/We irrevocably submit to the non-exclusive jurisdiction of the Singapore courts.

20. A person who is not a party to any agreement governed by the Terms and Conditions - Agreement and Indemnity has no right under the Contracts (Rights of Third Parties) Act (Cap 53B) to enforce any of the terms and conditions herein.