Trust Receipt - Terms and Conditions
The Bill(s) of Lading and/or other documents of title and/or other documents (collectively "the Documents") representing or purporting to represent the goods specified on the application form have been delivered to you as security for payment by us at Singapore of the Trust Receipt amount stated on the application form together with interest thereon at such rate (s) as you may decide from the date of advance/the date of collection note, until full repayment is received by you, including all cost charges and expenses.
In consideration of your releasing to us the Documents (receipt of which is hereby acknowledged) WE UNDERTAKE AND AGREE as follows:-
1. To receive the said documents and the said goods to which they relate in trust for you and to land store and hold the goods for your account and under trust and lien to you and as your agent and bailee and to deal with them as your property.
2. Not to charge or purport to charge the goods or the proceeds of sale thereof with the payment of any money to any person or to use or purport to use the same as security for the performance of any obligation whatsoever. We hereby declare that we are not indebted to the buyers of the goods or to any other person(s) having possession of the said goods.
3. To hold the said goods when received in trust for you and on your behalf, with authority to sell the said goods for your account but not to make any other disposition whatsoever of them. We undertake not to sell the goods or any part thereof on credit or for non-monetary consideration or at a loss without your previous consent in writing.
4. To remit the proceeds of sale of the goods to you as soon as received or within such time as you may allow in reduction or extinguishment of our indebtedness to you and to notify you at once should the goods not be sold or the proceeds of sale not be received within 28 days from this date in order that you may, if you wish, make other arrangements for the sale of the goods or the recovery of the proceeds of sale, as the case may be.
5. To keep the said goods fully insured for an amount not less than the invoiced value of the said goods in your name, against all risks usually insured against (including fire and theft) and against any other risks you may deem desirable and to hand you the evidence of such insurance; the sum insured to be payable, in the event of loss, to you. In case such insurance is not arranged to your satisfaction you are hereby authorised to effect insurance, the cost of which we engage to pay and failing payment you are authorised to debit the cost to our account with you.
6. To keep the said goods when received by us stored to your satisfaction, to advise you of the whereabouts of the goods at all times and if requested by you to remove them at our expense to any other place of storage indicated by you. It is understood that all charges and expenses in connection with the removal or storage of the said goods are for our account and failing payment of such charges and expenses by us you are authorised to make payment and debit our account with you accordingly.
7. To keep the said goods and the proceeds of sale thereof (whether in the form of money or bills recoverable or accounts receivable) identifiable and separate from any other transaction. You are irrevocably authorised, if you shall think fit to so do, to notify and to receive direct from the buyers the proceeds of any sale.
8. It is also understood that you may without notice to us at any time cancel the transaction evidenced by this trust receipt and resume possession of the shipping documents or the goods specified therein. We authorise you, your servants or agents for the purpose of taking possession or making inspection of the said goods to enter our premises or other places where the said goods may be.
9. That the goods shall be a security to you for the payment on demand of all other monies now or at any time hereafter to become due to you from us alone or jointly with any other or others, whether on current account or for money advanced or paid or in respect of bills, notes or drafts accepted paid or discounted interest commission or any bank charges or on any other account whatsoever together with all costs charges and expenses including but not limited to expenses incurred in retaking possession of the goods and the (re) storage of the same.
10. That no failure or omission on your part to enforce or to require that we carry out fully any of the provisions of this or any similar receipt or agreement, or of the agreement under which you issued the 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 hereunder or thereunder.
11. That it is hereby understood and agreed that the handing to us of any of the Documents as above mentioned is entirely at your option and does not in any way alter or affect our personal liability or your rights under any other security or document(s) you may hold.
12. That notwithstanding that the maturity date of this trust receipt or of any negotiable instrument given hereunder shall not have expired, the aforesaid sum together with all accrued interest cost, charges and expenses shall be due and payable immediately without demand upon the happening of any of the following events:- a) If we default under any agreement relating to any loan or credit facility whatsoever given by any other party to us or if any of our indebtness is declared due prior to its stated maturity. b) If we fail to pay any debt in the ordinary course of our business or any legal proceedings or suits of any kind is instituted against us which in your opinion adversely affects our financial position. c) If we are in breach of any of our undertakings or obligations under any agreement binding on us, including this trust receipt.
13. Without prejudice to any other term herein, you shall be entitled without prior notice to us to debit on the maturity date of this trust receipt, or any time thereafter, any of our account(s), current or otherwise, with you (regardless of whether such account(s) be in debit or credit) for payment of the trust receipt sum together with interest and all other moneys due and payable in connection with this trust receipt. Provided always that no such debiting shall operate or have any effect as payment or satisfaction of the sums due (except to the extent of any amount in credit in the account concerned) or a waiver by you of any breach or default on our part. If any such debiting causes our account(s) to be overdrawn, interest on the overdrawn amount shall be payable accordingly. Where the currency of the account(s) is different from the currency of the amounts due, your then prevailing rate of exchange for conversion of the currency of the account(s) to the currency of the amounts due shall be used to convert the same.
14. (i) If we should make (a) new object(s) from the goods, mix the goods with (an) other object(s) or if the goods in any way whatsoever becomes a constituent of (an) other object(s) you will be given the ownership of this (these) new object(s) as surety for the full payment of what we owe you. We agree that the ownership of the object(s) in question whether finished or not, are to be transferred to you and that this transfer of ownership will be considered to have taken place through and at the moment of the single operation or event by which the goods are converted into (a) new object(s), or is mixed with or becomes a constituent of (an) other object(s). (ii) Until the moment of full payment, we shall keep the object(s) in question for you in our capacity of fiduciary owner and, if required, shall store this (these) object(s) in such a way that it (they) can be recognized as such. (iii) We will be entitled to sell these objects to bona fide purchasers for value within the framework of the normal carrying on of our business and to deliver them on condition that -if you so require -we, as long as we have not fully discharged our debt to you shall assign to you the claims we have against our buyer emanating from this transaction.
15. If this trust receipt is signed by or for and on behalf of two or more of us our liabilities shall be joint and several. In the construction of this trust receipt the singular number shall be deemed to include the plural and vice versa.
16. The term hereof shall be construed and shall take effect according to the laws of the Republic of Singapore and shall be subject to the non-exclusive jurisdiction of the Court of the Republic of Singapore.