Terms and Conditions Governing of the Indemnity and Trust Receipt

1. My/Our liability under my/our indemnity to you shall extend not only to the full value of the said goods but also to any further or other liability which may be sustained or incurred by you in consequence of your endorsing the AWB/BL or countersigning for me/us and joining with me/us in entering into the said Indemnity.

2. On receipt of the relevant bill of lading I/we shall procure the return of the said instrument of Indemnity and deliver the same to you for cancellation.

3. Until payment of the relative bill pertaining to the AWB/BL or until such cancellation of the said Indemnity, I/we shall remain indebted to you in a sum equal to the value of the said goods at least. You may at any time at your sole discretion and without reference to me/us debit the said sum against me/us in or with respect to any account with you.

4. I/We shall

a) land, store, hold and deliver to buyers to whom I am/we are not indebted or under any liability the said goods and receive the proceeds of sale as trustees for you and as agents on your behalf and not otherwise and on sale of all or any of the said goods to remit to you the entire proceeds of sale or any part payment immediately on receipt without any set off or deduction whatsoever.

b) pay all freight, warehouse, dock, transit and other charges, rent and all other costs of and incidental to the said goods and to indemnify you against the same.

c) not permit the said goods to be processed or altered without your prior written consent.

d) keep the said goods free from any mortgage, charge, pledge, lien or other encumbrance and advise you of the whereabouts of the said goods at all times.

e) not sell or otherwise dispose of any of the said goods on deferred terms (other than normal trade credit) or for any non monetary consideration or for less than current market value without your prior written consent.

f) permit you or your duly accredited representative to repossess the documents or to take physical possession of any of the said goods without any reference to or consent obtained from me/us and to remove the same or any part thereof from the place where they have been stored.

g) insure the said goods against all insurable risks including fire and flood in their full value and also (if required) against marine risks and to hold the policies and proceeds in trust for you and in case of loss of or damage to the said goods howsoever caused to pay over to you forthwith all monies received from the insurers or otherwise in respect of such loss or damage and to make up any deficiency and the said goods are and shall be at my/our risks.

h) keep this transaction separate from any other transaction; and the shipping documents/air waybills and documents of title, the said goods, the proceeds of any sale and all insurance monies shall be kept separate and distinct.

i) indemnify you, your correspondents and agents on demand against all actions, claims, demands, costs, expenses (including legal costs on a solicitor and client basis) and liabilities of whatever nature and losses now or hereafter incurred by you or any of them or by any agent officer or employee for whom you or they may be answerable for anything done or omitted in connection with or arising out of your release to me/us of documents or otherwise in relation to the said goods.

j) furnish to you all necessary particulars to enable you to apply any proceeds of sale so paid as received by me/us to the relevant draft in each case.

k) forward to you copies of my/our sales invoices for the said goods forthwith on the same being issued showing the names of the buyers and the total sale price in each case.

l) return to you all the documents and the said goods represented thereby in respect of which you have not then received the proceeds upon your first demand.

m) permit you to enter any premises in which the said goods have been stored and break open any door lock or receptacle to effect such entry or removal and to dispose of the said goods at your sole discretion.

5. a) No failure by you to take advantage of any current failure or omission on my/our part to carry out fully any of the provisions of this or any similar receipt or agreement or of the agreement under which you issued a Letter of Credit under which the said goods were purchased, shall be deemed to be a waiver by you of any of your rights or remedies under either or any of the said papers or documents unless such waiver is given in writing duly signed and authorised by you.
b) You shall have no responsibility whatsoever for the correctness, genuineness, validity, legal effect or sufficiency of the documents handed to me/us or for the existence, character, quality, quantity, condition, packing, value or delivery of the said goods.

6. a) In this Indemnity and Trust Receipt, where the context permits (I) the singular includes the plural and vice versa and references to persons include companies, corporations and partnership firms; (ii) reference to "my", "we" and "us" include my/our personal representatives in the case of individuals and include our successors and assigns in case of corporations and new partners in the case of partnership firms; and (iii) reference to you shall where the context admits include your successors and assigns whether immediate or derivative.
b) Any change in your constitution or any amalgamation with any other person shall not in any way prejudice or affect your rights hereunder.
c) This Indemnity and Trust Receipt is of continuing effect notwithstanding the death, bankruptcy, liquidation, incapacity or any change in our constitution or of any of us or any settlement or any other matter whatsoever and is in addition to and shall not merge with or otherwise prejudice or affect your general banker's lien or any contractual or other right or any remedy or guarantee, lien, pledge, bill, note, mortgage or other security (whether created by the deposit of documents or otherwise) now or hereafter held by or available to you and shall not be in any way prejudiced or affected thereby or by the releasing, varying or abstaining from perfecting or enforcing any of the same or any rights which you may now or hereafter have or giving time for payment or indulgence or compounding with any other person liable.
d) If this Indemnity and Trust Receipt is signed by two or more persons, all our liabilities, undertakings, obligations and agreements shall be joint and several.

7. This Indemnity and Trust Receipt shall be governed by and construed in all respects in accordance with the laws of the Republic of Singapore.