Bill of Exchange + Letter of Credit
Bill of Exchange + Letter of Credit
Terms and Conditions for Letter of Credit (Export Documents Processing) (the "Agreement")
1. We hereby undertake to provide the Bank with funds to meet on demand alI 7. Any handling of documents under the Letter of Credit (whether by way
drafts and/or documents negotiated/paid/accepted/deferred payment of negotiation or otherwise) should be subject to the Uniform Customs and
undertaken by the Bank at our request which may be dishonoured on Practice for Documentary Credits, ICC Publication No. 600 or such later
presentation for acceptance or which may not be paid on sight or on the due version of the document in force at the time of our request (“UCP”). Any
date according to its tenor. The Bank’s rights against us shall not be prejudiced bank to bank reimbursements shall be subject to the Uniform Rules for
owing to any such drafts and/or documents not having been noted and/or Bank to Bank Reimbursement under Documentary Credits ICC Publication
protested in the event of dishonour by non-acceptance and/or non-payment No. 725 (“the Uniform Rules for Bank to Bank Reimbursement under
and to reimburse the Bank for all financing or payments made against Documentary Credits”) or such later version of the document in force at
documents of title or other documents which may not have been duly taken up the time of our request. In the event of any inconsistency between the
on presentation to the confirming or issuing bank. provisions of this Agreement and the provisions of UCP or (as the case may
2. It is understood and agreed that for the purpose of presenting and/or be) the Uniform Rules for Bank to Bank Reimbursement under
collecting any document, the Bank may forward the same to any agent of the Documentary Credits, the provisions of this Agreement shall prevail.
Bank’s own selection, who may collect the document through one or more sub- 8. In the event that the Bank are requested by us to present drafts and/or
agents selected by it or by any sub-agent; and the Bank’s liability is limited to documents under the Letter of Credit to the Issuing Bank, we may further
due diligence in selecting those to whom the documents are forwarded by the request that the proceeds under the Letter of Credit be advanced to us at
Bank. The Bank may, however, without liability on its part, forward any any time before or on the banking day on which reimbursement is due to
documents for presentation and/or collection directly to the issuing or the Bank from the issuing or confirming bank. In the event that such a
confirming bank; and the Bank, or any collecting agent or sub-agent, may accept request is made and acceded to, the Bank shall be entitled to advance to us
drafts in payment of any documents. The Bank shall not be responsible for loss such proceeds on or before the banking day on which reimbursement is
of any kind due to the acts of negligence of any such agents or sub-agents or for due to the Bank and thereby assume the rights under the Letter of Credit
loss in or through the mails or for any failure to present, demand or collect; or as a negotiating bank and charge us negotiation commission and other fees
protest or give notice of protest or dishonour of any document. as the Bank deems appropriate.
3. The Bank is under no duty or responsibility to check the drafts/documents 9. The Letter of Credit together with drafts, invoices, carriage documents or
enclosed herein unless the Bank agree to negotiate the said drafts/documents other documents representing or relating to the Goods, and all other
and, if the Bank do, we shall not hold the Bank responsible nor is the Bank’s documents enclosed with the request which we have attached to our
right of recourse prejudiced in any way in the event that the documents are application for payment/ acceptance/ deferred payment/ negotiation/ the
found by a court of law or tribunal to contain discrepancies or in the event that Bank’s handling (hereinafter collectively referred to as “processing”) and
any discrepancies are not identified by the Bank, its servants, employees or the Goods represented by the said documents or financed by the Letter of
agent, whether or not as a result of a wilful or negligent act or omission. Credit or to which the documents relate as well as any proceeds received
4. We shall pay all interest and charges applicable to any processing which the under the Letter of Credit pursuant to our request shall be pledged to or
Bank may undertake pursuant to our request at such rates and for such periods otherwise encumbered as security in favour of the bank the Bank as
as the Bank may from time to time determine. continuing security for all sums in which we may from time to time be
5. We also irrevocably and unconditionally undertake and agree that where any actually or contingently indebted or liable to the Bank on any account. We
goods and services tax or other taxes levies or charges whatsoever are now or agree to do such acts as may be necessary to perfect the Bank’s security in
hereafter required imposed or enforced by law (including the Goods and the Goods. Without prejudice to the Bank’s other rights herein, in the
Services Tax Act (Cap 117A)) or required to be paid on or in respect of any event that we are in default of payment of any amount due from us, the
monies (including fees payable to the Bank or its agent banks or any fees costs Bank shall be entitled, without notice to ourselves, to sell the Goods or any
and expenses incurred by the Bank or its agent banks), they shall be borne by or part thereof by public auction or private contract (at the Bank’s sole
chargeable to us and payable by us to the Bank on demand in addition to all discretion) and apply the proceeds of sale in or towards payment of the
other monies payable to the Bank and the Bank is entitled to debit any of our principal and interest for which we are liable to the Bank; if the proceeds of
account with the Bank for payment of the Bank's commission, expenses, costs such sale do not fully cover any amount due to the Bank, we shall pay the
(legal or otherwise) and agent charges if any together with such taxes under or amount of the deficiency forthwith upon the Bank’s demand. The security
in connection with or in respect of this Agreement and the transactions conferred herein shall be in addition to and shall not be in any way
contemplated thereunder. prejudiced or affected by any other security now or hereafter held by the
6. The Bank is authorised at its discretion to insure the Goods financed by the Bank nor shall such other security or any lien to which the Bank may be
Bank hereunder naming itself as the loss payee with an insurer of its choice. otherwise entitled.
Furthermore, it is understood and agreed that neither the Bank nor any of its 10. Without prejudice to the other provisions in this Agreement, the Bank
correspondents assume any responsibility for failure to procure any insurance or may sell all or part of the Goods represented by the abovementioned
for the sufficiency or adequacy of any insurance obtained or for any delay in, or documents or to which they relate in such manner (whether by public
prohibition of, the conversion of the proceeds of any claims recovered under auction, private treaty or otherwise) as the Bank think fit if any one of the
such insurance, or for the failure to recover any loss because of lack of following events occurs:¬-
exchange. Should any claim arise under any insurance the Bank is authorised to (a) on default of acceptance or payment upon presentation of drafts
recover the full amount thereof, we agree to assign to the Bank the policy or and/or documents.
policies for that purpose and to take all necessary steps to effect such (b) on our failure to repay on demand any payment made by the Bank or
assignment. other indebtedness of ours to the Bank (whether or not connected with or
arising from our request) together with all interest, commissions and other
charges in respect thereof.
Co.Reg.No:193200032W Singapore GTF/LC(ExportDocProcessing)/0315/05
(c) if and whenever the Bank consider it desirable having regard to the market 16. Pursuant to any sanctions now and from time to time imposed by the
value of the goods that the goods should be sold whether or not any contingent United States of America, the European Union, the United Nations and/or
or other liability of ours to the Bank shall have actually matured. any other regulatory or supervisory authority or body, the Bank shall not
After deduction of any interest charges and commission to which the Bank is examine, accept, reject, discount or otherwise handle or deal with any
entitled and expenses incurred by the sale, the Bank may apply the net documents, shipments, goods, payments and/or transactions in connection
proceeds in payment of such advances or indebtedness or liability of ours to the therewith that may relate, whether directly or indirectly, to any sanctioned
Bank, with interest, and re-exchange expenses, with the balance, if any, is to be countries, persons and/or parties. Accordingly, any presentation that may
used at the Bank’s option to discharge any other outstanding liability which we violate any of the aforesaid sanctions and/or applicable laws giving effect
may have against the Bank and subject thereto to be accounted to us. to the same may be rejected at the Bank’s sole discretion without any
11. Without prejudice to any other terms and conditions herein, where, for any liability whatsoever on the Bank’s part.
reason whatsoever, whether with or without legal basis, payment of the 17. We irrevocably consent to the disclosure by the Bank, the Bank’s
proceeds under the Letter of Credit or drafts is not received by the Bank from or officers, agents and overseas branches, in any manner howsoever, of any
not made by the issuing or confirming bank when such payment is due or if the account information relating to us including but not limited to details of
issuing or confirming bank of the Letter of Credit seeks reimbursement of any our facilities, the securities taken, our credit balances and deposit with the
payment made to the Bank thereunder and / or reject documents or drafts Bank to (i) the Bank’s head office, any of the Bank’s representatives,
presented thereunder or if one or more of the documents presented under the documents checking and processing centres and branch offices in any
Letter of Credit is forged or contains any misrepresentation or false factual jurisdiction, affiliates, (ii) any regulatory or supervisory authority including
information known to us, any amount paid by the Bank to us pursuant to such fiscal authority in any jurisdiction, (iii) any potential assignee of the Bank or
negotiation shall become immediately repayable to the Bank by us and the Bank any other participant in any of the Bank’s rights and/or obligations in
shall have full recourse against us in respect of such payment as has been made relation to our facilities, (iv) any guarantors, third party pledgors or security
to us earlier. providers and the Bank’s agents and independent contractors, (v) any
12. We hereby irrevocably and unconditionally undertake and agree to insurers with whom insurance cover is taken out in connection with our
indemnify the Bank, the Bank’s successors and assigns in full and at all times to application, and (vi) any third party for use in connection with the provision
keep the Bank, the Bank’s successors and assigns fully and completely of Bank’s products or services.
indemnified from and against all liability, claims, demands, actions, proceedings, 18. If there occurs in relation to the presentation under Letter of Credit /
payments (including but not limited to payments under the Letter of Credit), negotiation of or advance against the Letter of Credit an extraordinary
losses and expenses whatsoever including but not limited to legal costs as event (as defined below), the Bank shall have the sole discretion to receive
between solicitor and client which may be made or taken or incurred or suffered payment under the Letter of Credit in any alternative currency at such
by the Bank in connection with our request herein including but not limited to exchange rate as the Bank may determine in the Bank’s discretion.
those liabilities relating to or arising from any and all discrepancies that may Provided the Bank undertake such action in good faith, any such action
exist between the documents as called for in the terms of the Letter of Credit shall be binding on us who shall be liable for any additional loss, damages,
and the documents enclosed with our application, regardless of whether or not costs, charges and/or expenses incurred by the Bank. An “extraordinary
such discrepancies are identified or advised by the Bank. event” shall mean any event which the Bank believes to have a material
13. In addition to any general lien, right of set-off or any other right to which the adverse effect, including any form of exchange control restriction or
Bank may be entitled by law or contract, the Bank may at any time at the Bank’s requirement of whatsoever nature affecting the availability, convertibility,
discretion and without notice to us earmark, debit, set off or transfer any sum or credit or transfers of currencies or funds, any form of debt or other
sums standing to the credit of our account from time to time (including but not moratorium on jurisdictions, individuals, or entities, any devaluation, re-
limited to any fixed deposit account, notwithstanding that any deposit on such denomination or de-monetisation and/or any form of restriction or
fixed deposit account has not matured or any of the special conditions requirement which in the Bank’s good faith opinion adversely alters or
applicable to the deposit have not been satisfied) in or towards payment or changes the rights or obligations which the Bank undertook when the Bank
satisfaction of all sums due from us hereunder or for the amount of unaccepted makes an advance pursuant to our application under the presentation
or unpaid drafts or of advances against documents of title or other documents under Letter of Credit/ upon negotiation of the Letter of Credit.
for which we are liable to the Bank or any deficiency arising after realization of 19. Each of the provisions of this Agreement shall be several and distinct
the Goods. Any and all currency conversions shall be at the Bank’s prevailing from one another. If any one or more of the provisions contained in this
foreign exchange rate unless otherwise arranged beforehand. Agreement shall be deemed invalid, unlawful or unenforceable in any
14. Without prejudice to the generality of the other terms and conditions respect under any applicable law, the validity, legality and enforceability of
herein, where financing is provided to us against the Letter of Credit and each of the remaining provisions contained herein shall not in any way be
documents presented thereunder and/or drafts, pursuant to our application, we affected, prejudiced or impaired thereby.
shall and do hereby assign unconditionally and irrevocably to the Bank all rights, 20. A person who is not a party to this Agreement has no right under the
interests, benefits, entitlements, debts, suits and choses in action as are due Contracts (Rights of Third Parties) Act (Cap 53B) to enforce any of the
under the Letter of Credit and/or drafts and we irrevocably authorise the Bank terms and conditions herein.
to give notice of such assignment to the issuing bank. We agree that the Bank 21. This Agreement shall be governed by and construed in accordance with
may commence any legal action or proceedings in our name or in the Bank’s and the laws of Singapore. We agree to submit to the non-exclusive jurisdiction
our names jointly as instructed by the Bank if necessary and that we would of the courts in Singapore in respect of any disputes arising out of or in
provide the Bank our full and diligent co-operation, including but not limited to connection with this Agreement. Without prejudice to the foregoing, we
the execution of any documents, affidavits and powers of attorney, in any action undertake not to commence proceedings or suits against the Bank in the
or proceedings commenced (whether in our name or not) to enforce or obtain courts of any other jurisdiction. In the event of any proceedings or suits
payment from the issuing or confirming bank whether pursuant to this commenced by us against the Bank, we agree that Singapore Courts shall
assignment or otherwise. have exclusive jurisdiction in respect of any disputes arising out of or in
15. The Bank may at any time assign all or part of the Bank’s rights under this connection with this Agreement. We agree to waive and do so waive any
Agreement. Without prejudice to any other right to disclose information under right vested on us by the laws of the jurisdiction in which we carry on
the Banking Act (Cap 19), the Bank may also disclose to any person to whom the business to challenge the validity or legality of any part of this provision.
Bank consider such information to be necessary or expedient, such information
about us as the Bank shall consider appropriate (including but not limited to
particulars of our accounts with the Bank).
Co.Reg.No:193200032W Singapore GTF/LC(ExportDocProcessing)/0315/05
Exchange for Singapore / /
USD
At
Pay this FIRST of Exchange (Second of same tenor and date being unpaid) to order of drawer , the sum of EUR
To for
At
Pay this SECOND of Exchange (First of same tenor and date being unpaid) to order of drawer , the sum of
value received
Drawn under Documentary Credit No:
DC Issuing Date :
Issued By :
To for
INDORSEMENT
PAY TO THE ORDER OF OCBC BANK LTD. for
Dear Sirs,
For }
drawn on
Such negotiation shall always be with full recourse to us should you not be reimbursed by the issuing or confirming bank for any
reason whatsoever.
We hereby assign to you all our rights under the Letter of Credit including any rights of suit against the issuing and/or confirming
bank and further confirm that you may name us as the sole plaintiff or as a co-plaintiff in any proceedings which you may
commence against any party to recover your losses. We shall take all steps considered by you to be necessary in any such
proceedings, including (without limitation) procuring the attendance of witnesses for meetings and hearings (including trials and
arbitration) as well as discovery of documents.
We shall endorse or procure to be endorsed in your favour or to your order all bills of lading and insurance policies pertaining to
the goods, the purchase of which is financed by the abovementioned Letter of Credit.
We hereby irrevocably instruct you to inform the issuing/confirming bank that you have negotiated the documents and we
undertake to fully waive any and all defences that may be available to us should you invoke your rights hereunder.
We hereby authorise you, your branches and correspondents to give the drawees such indemnity against all losses and
consequences arising from such discrepancies as may be required in order to obtain acceptance and/or payment of our
documents. We further agree to refund to you on demand the value of the above-mentioned documents including interest and
any charges in the event of the non-acceptance or non-payment thereof and we hereby undertake to hold you harmless and
indemnify you from and against all losses, costs, damages, interest, charges, expenses, claims and demands attributable to or
which you may incur or sustain by reason of or on account of your having so given such indemnity or indemnities or by reason of
or on account of any of your branches or correspondents having given such indemnity or indemnities at your request or
otherwise.
If we are more than one person, we confirm that our liabilities hereunder shall be joint and several.
This Indemnity shall be binding upon our executors, successors and permitted assigns.
In the event of any inconsistency between the provisions herein and those of UCP 600, the former shall always prevail and the
inconsistent provisions (or part thereof) of UCP 600 are deemed to be expressly excluded.
A person who is not a party to any agreement governed by this Indemnity for Export Negotiation has no right under the Contracts
(Rights of Third Parties) Act (Cap 53B) to enforce any of the terms and conditions herein.
This Indemnity shall be governed by and construed in accordance with the laws of the Republic of Singapore. We agree to submit
to the non-exclusive jurisdiction of the courts in Singapore in respect of any disputes arising out of or in connection with this
Agreement. Without prejudice to the foregoing, we undertake not to commence proceedings or suits against the Bank in the
courts of any other jurisdiction. In the event of any proceedings or suits commenced by us against the Bank, we agree that
Singapore Courts shall have exclusive jurisdiction in respect of any disputes arising out of or in connection with this Agreement.
We agree to waive and do so waive any right vested on us by the laws of the jurisdiction in which we carry on business to
challenge the validity or legality of any part of this provision.
Yours faithfully,
Signature(s) and company stamp (if any)
Date: / /
GTF/NGIndem/0315/01