Irrevocable Documentary Credit - Terms And Conditions

In consideration of your issuing a Letter of Credit ("the Credit") in accordance with the particulars provided we hereby agree as follows:

1. To pay to yourselves on demand any amount drawn under the Credit together with interest, commission and all customary bank charges and you shall be entitled to debit any such amount to any account maintained by me/ us with you.

    1.1. You shall be entitled to obtain payment under Clause 1 hereof, and to debit our account with the amount involved, whenever, in your opinion, the documents tendered under the Credit are regular on their face, and it is hereby declared that documents accepted under the Credit shall be consider regular and valid even if the description of the goods or services departs or varies from the description overleaf or in the Credit, if your opinion, the said description is either ambiguous or of excessive detail.

    1.2. To pay you on demand any amount remitted by you to or drawn by negotiating bank under the Credit if, for any reason whatsoever, such negotiating bank fails to repay you such an amount when demanded by you; and you shall be entitled to debit any amount due to you under this clause 1 hereof.

2. All goods any other property and all Bills of Lading, Warrants, Delivery Orders, Documents of Title and securities whatsoever which have been or shall be hereafter delivered into your possession (or into the possession of your agents) as a result of the opening of, in connection with transactions related to, the Credit are to be pledged to you as a security for all payments made or to be made by yourselves or by your agents under the Credit.

3. To hold you and your agents harmless and free from any responsibility whatsoever for any delay, mistake or omission that may occur in the transmission of instructions respecting the opening of the Credit, or any amendments, extensions of the cancellation thereof (by mail, telegraph or other telecommunication), and from the loss of or delay in the forwarding of documents, and for the validity, regularity or genuineness of any document, or any signature thereon, provided the document or signature appears regular, and for the description, quality, quantity or value of the goods or property represented by such documents.

4. To authorise you to dispose, at your discretion, of any goods, or other property pledged to you hereunder in whole or in part by public or private sale without notice to me/us whenever I/we fail to pay an amount due hereunder or fail to discharge my/our liabilities and obligations.

5. Where the Credit provides for insurance to be effected by yourselves or by any third party you shall be entitled to ensure that the goods or other property be covered in the joint names of yourselves and myself/ourselves or to transfer and assign the insurance contract (be it by way of policy or certificate) to yourselves in a manner satisfactory to yourselves and, in the case of the expiry of any insurance, you shall be entitled to renew it or, at your option, to effect a new insurance of the goods or other property for our / my account until such time as you deem necessary.

6. That the Credit is subject to usages and customs prevailing in the place where it is established.

7. That you shall be entitled to earmark or charge any account maintained by me/us with you with any sums that are due or might become due to be paid by us under clause 1 hereof and I/we shall not be entitled to dispose over or demand the refund or the release of amounts so earmarked or charged until all amounts due or become due under Clause 1 hereof has been paid.

    7.1. In addition to any other rights to which you as bankers may be entitled by law or in equity or otherwise, you shall be entitled to combine or consolidate at any time and without notice to us the balances on all or any of my/our account with you (whether current, deposit or of any other nature whatsoever) and set-off any sum or sums standing from time to time to the credit of any one or more such accounts in or towards payment or satisfaction of all or any of our liabilities to you hereunder whether such liabilities be actual or contingent, primary or collateral, several or joint and whether as principal or surety and whether in Singapore or elsewhere. Where our liabilities are contingent, you shall have the right to accelerate or mature the payment of any deposit due to me/us and accelerate the maturity of my liabilities to you.
8. That the delivery by yourselves to me/us under a trust receipt (or any similar arrangement or any security) of the documents of title to the goods or any other property shall not release me/us from any undertaking and obligation hereunder and you shall be entitled to enforce your rights hereunder independently of or in conjunction with the rights conferred on you under such trust receipt similar arrangement or other security.

9. We shall be continue to be bound by all our undertakings herein notwithstanding any amendment, extension, renewal, revision or modification of any kind in the term of the Credit and, where this Application is signed on my/or behalf by two or more parties (whether partners or not), and be it in the name of a firm or in any other capacity, all parties so signing shall be jointly and severally liable hereunder.

10. This Application and the Credit shall be subject to the Uniform Customs and Practice for Documentary Credits (2007 Revision International Chamber of Commerce Publication No 600) or ISP 98 or any updated version thereof and shall be governed by and construed in accordance with the law of the Republic of Singapore. In the event of inconsistency, the terms and conditions hereof and the Laws of Singapore shall prevail. I/we submit to the non-exclusive jurisdiction of the courts of Singapore.

11. You shall be entitled, at your discretion and without notice to me/us, to convert at any time into any currency at the prevailing rate of exchange all amounts due hereunder, under the Credit or under drafts or documents negotiated thereunder. Any such action shall be binding on us and we shall be liable for any additional loss damages costs charges and/or expenses incurred by you. Without prejudice to the generality of the foregoing, if there occurs in relation to the Credit or drafts or documents negotiated thereunder, an Extraordinary Event (as defined below under Clause 13), you shall have the sole discretion and without notice to me/us, to effect payment under the Credit or under drafts or documents negotiated thereunder in any alternative currency at such rate of exchange as you may determine in your discretion.

12. Without prejudice to the provisions hereunder, the provisions of the Uniform Customs and Practice for Documentary Credits (2007 Revision – International Chamber of Commerce Publication No. 600) or any updated version thereof and your rights under law or otherwise, to hold you or your agents free from any liability or responsibility whatsoever for any loss damages costs charges and/or expenses arising out of or in relation to the occurrence of an Extraordinary Event (as defined below under Clause 13).

13. For the purpose of Clause 11 and Clause 12, an “Extraordinary Event” shall mean any event which you believe to have a material adverse effect, including any form of exchange control restriction or requirement of whatsoever nature affecting the availability, convertibility, credit or transfers of currencies or funds, any form of debt or other moratorium on jurisdictions, individuals or entities, any devaluation, redenomination or demonetization and/or any form of restriction or requirement which in your good faith opinion adversely alters or changes the rights or obligations which you undertook upon establishment of the Credit or under drafts or documents negotiated thereunder.

14. To indemnify you from and against all actions, proceedings, damages, costs, claims, demands, expenses, liabilities, payments (including any payment under the Credit or under drafts or documents negotiated thereunder) or losses whatsoever from which you may suffer, incur or sustain arising out of or in relation to the Credit or drafts or documents negotiated thereunder (including legal costs on a full indemnity basis).

IN CONSIDERATION OF YOUR ISSUING THE CREDIT IN ACCORDANCE WITH THE PARTICULARS PROVIDED, I/we hereby jointly and severally guarantee the performance of the undertakings and promises contained herein. This guarantee is an independent undertaking and shall not be affected by or subject to any defences available against the Applicant and will remain intact, and will continue to apply in full force, notwithstanding any extension, amendment, renewal or modification of the Credit or of this Application. I/We further promise to hold you harmless from and make good upon your demand any loss suffered by you in consequence of your having acted on this Application or of your having issued the Credit. We hereby waive any defences available to us in respect of claims made hereunder and agree that you shall be entitled to pursue remedies available to you, and claims available hereunder or against other parties, in any order chosen by you.