application for export bills (under letter of credit) printing and submitting the application for...
TRANSCRIPT
Original
1/4 V01/Dec2016
Colle
ction,
Purc
hase a
nd N
egotiation o
f B
ills a
re s
ubje
ct
to t
he A
gre
em
ent
on C
olle
ction,
Purc
hase a
nd N
egotiation o
f B
ills s
igned
by u
s (
if a
pplic
able
)/th
e T
erm
s a
nd C
onditio
ns f
or
Colle
ction,
Purc
hase a
nd N
egotiation o
f B
ills a
ttached h
ere
with.
Details of Draft
Drawer: Ourselves /
Drawee:
Draft amount (in figure):currency amount
By printing and submitting the Application for Export Bills (under Letter of Credit) form to the Bank, we confirm and agree that we have read, understoodand acknowledged the Terms and Conditions for Collection, Purchase and Negotiation of Bills and fully authorize the Bank to proceed with the provision of the service.
RelatedLetter of Credit
L/C no:
Dated:
Issued by:
Applicant:
Expires on:
Attached herewith In your possession
RelatedShipment
Merchandises:
Goods origin:
Vessel:From:To:
Documents Attached
Upon negotiation please credit our account immediately.
Upon negotiation please credit our account after receipt of acceptance from the issuing bank.
Upon negotiation please credit our account upon receipt of funds (subject to final payment).
Send on collection basis and credit our account upon receipt of funds (without checking documents). Please dispatch documents by courier service at our risks.
In case of discrepancies which cannot be amended, kindly forward documents to L/C issuing bank for payment/acceptance.
Credit the proceeds to our A/C No. in state currency
For Bank's charges & commissions Deduct from proceeds Deduct from S$ account
unless otherwise stated; charges will be deducted from proceeds.
In case of need or discrepancy(ies) please contact our at Telephone no.: Fax no.:
In conformity with the Terms and Conditions for Collection, Purchase and Negotiation of Bills, we hereby agree that all negotiation are subject to your final approval and upon the Terms and Conditions for Collection, Purchase and Negotiation of Bills, & we request you to dispose the attached draft and related documents by following instructions marked with .
Sumitomo Mitsui Banking Corporation Singapore Branch (Incorporated in Japan with limited liability) Reg. No. (UEN) T03FC6366F
For bank's use
BANK'S REF: TF
Approved Checked Prepared Signature Verified
To: Sumitomo Mitsui Banking Corporation Singapore Branch Date:
Application for Export Bills (under Letter of Credit)
Additionalinformation:
No. Date Tenor Maturity
Authorised Signature
Other instructions, if any,
In case of need, you are authorised to contact: Name: Phone:
TERMS AND CONDITIONS FOR COLLECTION, PURCHASE AND NEGOTIATION OF BILLS
1. These Terms and Conditions shall apply to bills of exchange, promissory notes, cheques, receipts and other similar documents (the "Bills") drawn or endorsed by us and which a request is made to the Bank for collection/negotiation/payment/deferred payment/acceptance ("negotiation") and shall apply whether or not the Bills are accompanied by a Letter of Credit and/or by documents representing or relating to goods (including, without limitation, title documents, transport documents, insurance documents and commercial invoices) (the "Documents").
2. Each Bill, any Letter of Credit, the Documents and the goods represented thereby (the "Collateral") shall be held by the Bank as a first ranking continuing security for all sums which we may from time to time be actually or contingently liable to the Bank on any account. Where the Bank requests a third party to re-discount the Bill, the Bank may tender the Collateral as security to that third party.
3. We irrevocably and unconditionally undertake to provide the Bank with funds to :-
(a) meet on demand all Bills negotiated/endorsed by the Bank for us which are or may be dishonoured on presentation for acceptance or which are not or may not be paid on the due date thereof according to the original tenor thereof notwithstanding that such Bills may be drawn without recourse to us and non-payment of a Bill shall be deemed to have taken place if at that date funds in the currency in which the Bill is drawn and/or for the whole sum due have not been placed at the Bank’s free disposal. A notice from the Bank of such dishonour shall be conclusive and binding on us;
(b) reimburse the Bank for all advances and payments made against Documents which are not or may not have been duly taken up on presentation;
(c) reimburse the Bank for all advances made against Documents which are refused by the discounting or correspondent bank owing to any discrepancy with the terms of the Letter of Credit or the quantity and/or quality of the goods or otherwise; and
(d) meet re-exchange expenses and interest at the current prevailing rate for the relevant currency, as determined by the Bank in its sole discretion, from the date of the advance or payment to us till the date the Bank receives payment.
4. We authorize the Bank, at its sole discretion whenever it deems necessary or advisable, and without prior notice to us, to:-
(a) insure the goods in respect of which the Bank holds Documents against all risks and to debit our account(s) with the premiums and expenses of such insurance;
(b) take recourse against or otherwise enforce the Collateral in priority to any other claims thereon and to sell the Collateral or any part thereof for payment of any amount due to the Bank under these Terms and Conditions or the transactions to which these Terms and Conditions relate;
(c) land and store the goods at any wharf or warehouse selected by the Bank and do any and all acts deemed necessary or advisable by the Bank or its correspondent or agent for the proper maintenance of the goods and/or reship the same to any port and to debit our account(s) with all costs and charges relating thereto;
(d) take conditional acceptance of Bills and/or to extend the due date for payment of Bills upon such conditions as the Bank thinks fit, and on payment of the Bills and all other amounts due to the Bank pursuant to these Terms and Conditions and the transactions to which they relate, the Documents relating to the Bills shall be delivered to the drawees or acceptors without prejudice, however, to the power of sale provided herein in the event the drawees or acceptors suspend payment, become bankrupt or go into liquidation;
(e) accept part payment before maturity and to deliver a proportionate part of the goods to the drawees or acceptors of the Bills or the consignees of the goods, if so requested by the drawees or acceptors;
(f) accept payment before maturity from the drawees and/or acceptors of Bills, or the consignees of goods, against delivery of goods and/or Documents and to allow a discount as may be
applicable in the country of the drawees and/or acceptors, as the case may be; and
(g) debit our account(s) at any of the Bank’s offices (regardless of where they are situated (including but not limited to those accounts at Sumitomo Mitsui Banking Corporation’s head office and/or its branches (including its overseas branches)) with all amounts payable by us pursuant to these Terms and Conditions and the transactions to which they relate and with the amounts of unaccepted or unpaid Bills, advances against Documents for which we are liable to the Bank and any deficiency or shortfall arising after sale of the Collateral provided that the Bank shall not be obliged to exercise such aforesaid right.
5. The Bank may sell the Collateral or any part thereof without demand for payment and without prior notice to us or any other person, and on such terms and conditions as the Bank deems fit, in any of the following circumstances :-
(a) on default of acceptance on presentation or of payment at maturity of any Bill or of any amounts due under these Terms and Conditions or the transactions to which they relate;
(b) on any drawee or acceptor of a Bill or consignee of goods suspending payment, being unable to pay its debts as they fall due, commencing negotiations or taking proceedings for rescheduling or deferment of its debts, proposing or entering into an arrangement for the benefit of or a composition with one or more creditors or having any steps or proceedings taken for its bankruptcy, liquidation, winding-up or dissolution or for the appointment of a receiver, judicial manager or similar officer;
(c) if we fail to make payment when due or upon demand (as the case may be) for any amounts owed by us to the Bank pursuant to these Terms and Conditions or the transactions to which they relate;
(d) if the Bank has made any payments as may be required pursuant to these Terms and Conditions or the transactions to which they relate for which we have not reimbursed the Bank;
(e) whenever the Bank deems it advisable (in its absolute discretion) that the goods should be sold, whether or not any contingent or other liability of ours shall have actually matured, including, without limitation, where in the Bank’s opinion the goods are in danger of being damaged, destroyed, deteriorated, lost or depreciated, and after deducting all other amounts payable to the Bank (including, without limitation, all expenses incurred by it), the Bank may apply the net proceeds in payment of any indebtedness or liability of ours under any other Bill and/or advance (including, without limitation, any interest and re-exchange expenses). The balance, if any, shall be returned to us
6. The Bank is authorised to recover the full amount payable under any insurance policy for any claims made thereunder. We agree to assign or otherwise grant an effective security interest over such policies and the proceeds thereof to the Bank for such purpose. We shall do and procure the doing of all acts and things and shall sign and procure the signing of all documents which the Bank deems necessary or advisable to confer upon it the full benefit of this clause. The Bank may charge the same commission on the insurance proceeds as upon the sale of Collateral and apply the net proceeds in the manner provided in Clause 5 above.
7. Where the net proceeds of sale of the Collateral and/or the proceeds from any insurance policies relating thereto shall be insufficient to pay the amounts payable by us to the Bank pursuant to these Terms and Conditions and the transactions to which they relate, we agree to immediately pay the Bank the difference without prejudice to the Bank’s rights against any parties to the relevant Bill or their estates for recovery of the same. We shall also provide the Bank on demand with such additional security as it may require.
8. The Bank shall be entitled to select the correspondent and/or collecting bank in relation to any Bill. We shall not hold the Bank responsible for negligence, default, omission, failure to act, mistake or fraud of any correspondent or collecting bank. The Bank shall also not be responsible or liable to us for any loss we may suffer or incur arising from or as a result of the
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insolvency, liquidation, suspension or similar event of any correspondent or collecting bank.
9. The Bank shall not be liable or responsible for any default by any warehouse keeper, broker, auctioneer or other person employed in relation to the landing, storage or sale of goods or for any other purpose relating to or in connection with these Terms and Conditions and the transactions to which they relate.
10. The Bank’s rights under any Bill shall not be prejudiced by its holding of the Collateral or any other security. Neither the Bank’s rights in relation to the Collateral and any other security nor our liability to the Bank under the Bill shall be prejudiced by any recourse or proceedings taken against the parties to the Bill or any time or other indulgence granted to them or any composition or arrangement made with them or by such Bill not having been noted and/or protested in the event of dishonour by non-acceptance and/or non-payment.
11. These Terms and Conditions and the Collateral constituted hereby shall be continuing and extend in respect of all sums at any time and from time to time due from us to the Bank pursuant to these Terms and Conditions and the transactions to which they relate notwithstanding our liquidation, receivership, judicial management or dissolution or the institution of any bankruptcy or insolvency proceedings against us or any change in our constitution, status, function, control or ownership (whether by reason of death, retirement or otherwise).
12. We agree to pay the Bank’s and its correspondent's and agent's interest, discount charges, commissions, charges and fees at the then prevailing rates in relation to the transactions contemplated herein. In the event the Bank and/or its correspondent and/or agent receive payment after the due date of a Bill, we agree to pay default interest at the then prevailing rate or at such rate as the Bank and/or its correspondent and/ or agent may in its sole discretion decide from the due date until the date they receive payment in full. The Bank is authorized to debit our account(s) with it with the amount of such interest, discount charges, commissions, charges, fees and default interest.
13. Delivery of Documents shall be made in accordance with the terms and conditions of the Letter of Credit or, in the absence of a Letter of Credit, the Bank’s application form for negotiation of Bills (the "Application"). In the absence of specific instructions in the Letter of Credit, the Bank and/or its correspondent and/or agent may make delivery of the Documents pursuant to applicable laws and regulations and/or prevailing practices at the place of acceptance, payment or discharge, as the case may be. The Bank and its correspondent and agent are authorized to modify terms of delivery specified in the Application in order to comply with applicable laws and regulations or the prevailing practices at the place of acceptance, payment or discharge, as the case may be, or if the Bank and/or its correspondent and/or their agent deem it necessary or advisable to do so in order to preserve their rights.
14. If the drawee of a Bill or any other person liable to pay or accept the Bill fails or refuses to do so or if the goods arrive at the place of discharge before delivery of the Documents, the Bank and/or its correspondent and/or agent may take all steps which they consider to be necessary or advisable for the preservation of the goods including, without limitation, unloading, customs clearance, storing, insuring and reselling the goods. We shall not hold them liable for any damage to the goods in the event the Bank and/ or its correspondent and/or its agent exercise their rights hereunder or which result from circumstances beyond the Bank’s and/or its correspondent's and/or its agent's control.
15. Unless the Application expressly provides that a protest (or other legal formalities required to be taken under any other applicable law or regulation in lieu of protest) is to be made for non-acceptance or non-payment for the exercise of the right of recourse, the Bank and its correspondent and agent and any other holder of the Bill shall not be required to make a protest. Notwithstanding the foregoing, if the Bank or its correspondent or agent shall deem it necessary or advisable the Bank or its correspondent or agent may make such protest and the costs
and expenses incurred in relation thereto shall be for our account. The Bank and its correspondent and agent shall not be responsible for the validity or regularity of any protest made. In relation to collection of Bills, unless expressly agreed otherwise, the Bank is not required to collect overdue interest on any Bill that is dishonoured for non-acceptance or non-payment. Further, if we do not provide the Bank with instructions in relation to disposal of the Bill and Documents within 60 days of being notified of non-acceptance or non-payment, the Bank may dispose of the goods and we will not hold the Bank responsible or liable in any way for such disposal.
16. We shall at all times keep the Bank fully and completely indemnified against any and all claims, demands, proceedings, actions, liabilities, damages, costs, losses and expenses (including legal fees on a full indemnity basis) and against all payments whatsoever that may be incurred, sustained or made by the Bank in relation to or arising from these Terms and Conditions and the transactions to which they relate. Without prejudice to the generality of the foregoing, this indemnity shall also apply in the event of the insolvency, liquidation, suspension or similar event of the drawee of the Bill or the issuing or confirming bank of the Letter of Credit.
17. We agree that the Bank’s records in relation to our account with it shall at all times be conclusive evidence of the amount owing by us to the Bank.
18. We agree that the Bank shall not be responsible for the nature, quality, quantity or condition of goods forming part of the Collateral, and that any statement in the Bank’s records relating thereto will be taken solely from particulars and figures supplied by us. In addition, unless the Bank is the negotiating bank under a Letter of Credit, it shall not be responsible for checking the Bills and Documents or for any discrepancies with the Letter of Credit.
19. We agree that the Bank may, in its sole discretion, receive payment under a Bill in a currency other than the currency in which it is drawn, at such exchange rate as determined conclusively by it in its sole discretion, in the event any form of exchange control, restriction or prohibition is imposed which affects the availability, convertibility or transfer of currencies or any debt, or other moratorium is imposed on jurisdictions, entities and/or individuals or any devaluation, re-denomination or de-monetisation ("foreign exchange controls") takes place. We shall indemnify the Bank in full against any loss, costs and expenses it may suffer or incur arising from or relating to such foreign exchange controls.
20. Where a Bill and/or the Documents are, or are likely to be, lost, destroyed, damaged or delayed in arriving, we shall pay the Bank such amount as certified by it to be due to it in relation to the negotiation of such Bill. Any such certification shall, in the absence of manifest error, be conclusive. Upon the Bank’s request, we shall at our cost furnish the Bank with a substitute Bill and Documents. Neither the Bank nor its correspondent nor agent shall be liable or responsible for any such loss, destruction, damage or delay unless caused by the Bank’s gross negligence or wilful default.
21. We shall not hold the Bank liable or responsible for any loss, damage or other consequences arising as a result of forgery, alteration or wrongful use of Documents unless such forgery, alteration or wrongful use is clearly apparent on the face of the Documents.
22. Where a third party offers unconditional acceptance or payment by intervention of or assumption of the debt under the Bills, the Bank and/or its correspondent and/or its agent may accept the said offer without prior notice to us.
23. In relation to a Bill accompanied by a Letter of Credit, the Bank and its correspondent and agent are authorized to issue (without prior notice to us) a letter of guarantee to the issuing, reimbursing or accepting bank under the Letter of Credit in the event the Bank or its correspondent or agent shall deem it necessary or advisable to do so (including, without limitation, where there are discrepancies in the Documents with the terms of the Letter of Credit). For the avoidance of doubt, the indemnity contained in clause 16 herein shall apply in relation to payment made by the Bank pursuant to each such letter of guarantee.
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24. These Terms and Conditions shall be applicable to any negotiation we request in relation to Bills in the name of a third party. In such cases, the Bank shall not be liable or responsible for verifying the signatures/ seals of such third party. We shall not hold the Bank liable or responsible for any loss, damage or other consequences arising as a result of forgery, alteration or wrongful use of Documents.
25. We hereby irrevocable consent to the disclosure by the Bank of such information about us as has been made available to the Bank to (a) any of its head, representative and branch offices and any of its related corporations in any jurisdiction (b) any authority including without limitation any central bank or other fiscal or monetary authority in any jurisdiction (c) any potential assignee or transferee or purchaser in respect of its rights and/or obligations under or in connection with these Terms and Conditions and/or the Collateral and/or the goods (d) any party that has provided or will provide any security or credit support for our obligations (e) its correspondents and/or agents and any other party for the purpose of giving effect to the transactions requested by us (f) any financial institution for the purpose of any securitisation of our assets or the Bank’s assets and (g) any insurer, insurance brokers or rating agency. Nothing herein shall limit or restrict any other consent to disclosure of information provided by us including pursuant to the Bank’s Terms and Conditions Governing Accounts or otherwise.
26. These Terms and Conditions shall be binding on us and our successors in title and shall ensure for the benefit of the Bank and its successors and assigns. Where the application to which these Terms and Conditions relate is signed by more than one person/entity, each such person/entity shall be jointly and severally liable hereunder.
27. This agreement shall be governed by and construed in accordance with the laws of Singapore. We agree that the Uniform Customs and Practice for Documentary Credits 2007 Revision, ICC Publication no. 600 and the Uniform Rules for Collections, 1995 Revision, ICC Publication no. 522 (or in each case, such later revision as may be adopted by ICC) shall apply to the extent not inconsistent with the terms herein or with Singapore law.
28. The Bank reserves the right at any time and from time to time to add to, amend, modify, supplement or vary any of these Terms and Conditions and such additions, amendments, modifications, supplements and variations shall be deemed to have effect as soon as notified to us. We agree that we shall be deemed to have agreed to such additions, amendments, modifications, supplements and variations without reservation in relation to any transactions requested by us after such notification.
29. We understand that the US and other government and/or regulatory authorities imposes, from time to time, specific sanctions against certain countries, entities and individuals and the Bank may be unable to process a transaction that involves a breach of sanctions. Further authorities may require the disclosure of information. We confirm (unless otherwise notified to the Bank) that no Bill is/shall be connected with any sanctioned country. We agree that if the Bank is required to disclose any information or if any payment/transfer of fund in connection with any Bill is blocked, frozen, delayed, refused or cancelled because it is claimed to be sanction related, the Bank shall not be liable for any information disclosed or for any losses, liabilities, penalties, costs or expenses (“Liabilities”) we may incur and we shall indemnify the Bank against any Liabilities the Bank may incur.
30. We confirm that no Bill does/shall involve: (i) financing imports or the trade through intermediaries of goods which country of origin is North Korea or which are shipped from North Korea, or for funding activities which may contribute to nuclear-related plans or preparations of North Korea, or (ii) any goods, transaction or business relationship directly or indirectly related to Iran or, (iii) goods which are regulated by the Strategic Goods (Control) Act or similar laws in other jurisdictions for which we have not obtained the necessary approvals or permits from all relevant authorities including but not limited to Singapore Customs.
31. Save for any of the Bank’s correspondents or agents and any person appointed by the Bank or save as expressly provided in these Terms and Conditions, a person who is not a party to these Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, to enforce or enjoy the benefit of any term of these Terms and Conditions. Notwithstanding any term of these Terms and Conditions, the consent of any person who is not a party to which these Terms and Conditions apply is not required to rescind or vary these Terms and Conditions.
32. We confirm that we (a) have obtained (and shall maintain) the consent from our directors, officers, employees, shareholders, beneficial owners, representatives, agents and principals (if acting on behalf of another), and (b) are authorised to deliver the same to the Bank for the collection, use, disclosure, transfer and retention of personal data in connection with the compliance by the Bank with laws and regulations or regulatory requests (including “know your customer” or other similar procedures), the promotion and provision of any service or product to us (including evaluation on eligibility or suitability), as permitted by laws or regulations and for such other purposes as in accordance with the personal data protection policy of the Bank (a copy of which shall be available upon request) and purposes incidental to any purpose stated in the personal data protection policy, or otherwise in connection herewith.
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Duplicate
1/4 V01/Dec2016
Colle
ction,
Purc
hase a
nd N
egotiation o
f B
ills a
re s
ubje
ct
to t
he A
gre
em
ent
on C
olle
ction,
Purc
hase a
nd N
egotiation o
f B
ills s
igned
by u
s (
if a
pplic
able
)/th
e T
erm
s a
nd C
onditio
ns f
or
Colle
ction,
Purc
hase a
nd N
egotiation o
f B
ills a
ttached h
ere
with.
Details of Draft
Drawer: Ourselves /
Drawee:
Draft amount (in figure):currency amount
By printing and submitting the Application for Export Bills (under Letter of Credit) form to the Bank, we confirm and agree that we have read, understoodand acknowledged the Terms and Conditions for Collection, Purchase and Negotiation of Bills and fully authorize the Bank to proceed with the provision of the service.
RelatedLetter of Credit
L/C no:
Dated:
Issued by:
Applicant:
Expires on:
Attached herewith In your possession
RelatedShipment
Merchandises:
Goods origin:
Vessel:From:To:
Documents Attached
Upon negotiation please credit our account immediately.
Upon negotiation please credit our account after receipt of acceptance from the issuing bank.
Upon negotiation please credit our account upon receipt of funds (subject to final payment).
Send on collection basis and credit our account upon receipt of funds (without checking documents). Please dispatch documents by courier service at our risks.
In case of discrepancies which cannot be amended, kindly forward documents to L/C issuing bank for payment/acceptance.
Credit the proceeds to our A/C No. in state currency
For Bank's charges & commissions Deduct from proceeds Deduct from S$ account
unless otherwise stated; charges will be deducted from proceeds.
In case of need or discrepancy(ies) please contact our at Telephone no.: Fax no.:
In conformity with the Terms and Conditions for Collection, Purchase and Negotiation of Bills, we hereby agree that all negotiation are subject to your final approval and upon the Terms and Conditions for Collection, Purchase and Negotiation of Bills, & we request you to dispose the attached draft and related documents by following instructions marked with .
Sumitomo Mitsui Banking Corporation Singapore Branch (Incorporated in Japan with limited liability) Reg. No. (UEN) T03FC6366F
For bank's use
BANK'S REF: TF
Approved Checked Prepared Signature Verified
To: Sumitomo Mitsui Banking Corporation Singapore Branch Date:
Application for Export Bills (under Letter of Credit)
Additionalinformation:
No. Date Tenor Maturity
Authorised Signature
Other instructions, if any,
In case of need, you are authorised to contact: Name: Phone:
TERMS AND CONDITIONS FOR COLLECTION, PURCHASE AND NEGOTIATION OF BILLS
1. These Terms and Conditions shall apply to bills of exchange, promissory notes, cheques, receipts and other similar documents (the "Bills") drawn or endorsed by us and which a request is made to the Bank for collection/negotiation/payment/deferred payment/acceptance ("negotiation") and shall apply whether or not the Bills are accompanied by a Letter of Credit and/or by documents representing or relating to goods (including, without limitation, title documents, transport documents, insurance documents and commercial invoices) (the "Documents").
2. Each Bill, any Letter of Credit, the Documents and the goods represented thereby (the "Collateral") shall be held by the Bank as a first ranking continuing security for all sums which we may from time to time be actually or contingently liable to the Bank on any account. Where the Bank requests a third party to re-discount the Bill, the Bank may tender the Collateral as security to that third party.
3. We irrevocably and unconditionally undertake to provide the Bank with funds to :-
(a) meet on demand all Bills negotiated/endorsed by the Bank for us which are or may be dishonoured on presentation for acceptance or which are not or may not be paid on the due date thereof according to the original tenor thereof notwithstanding that such Bills may be drawn without recourse to us and non-payment of a Bill shall be deemed to have taken place if at that date funds in the currency in which the Bill is drawn and/or for the whole sum due have not been placed at the Bank’s free disposal. A notice from the Bank of such dishonour shall be conclusive and binding on us;
(b) reimburse the Bank for all advances and payments made against Documents which are not or may not have been duly taken up on presentation;
(c) reimburse the Bank for all advances made against Documents which are refused by the discounting or correspondent bank owing to any discrepancy with the terms of the Letter of Credit or the quantity and/or quality of the goods or otherwise; and
(d) meet re-exchange expenses and interest at the current prevailing rate for the relevant currency, as determined by the Bank in its sole discretion, from the date of the advance or payment to us till the date the Bank receives payment.
4. We authorize the Bank, at its sole discretion whenever it deems necessary or advisable, and without prior notice to us, to:-
(a) insure the goods in respect of which the Bank holds Documents against all risks and to debit our account(s) with the premiums and expenses of such insurance;
(b) take recourse against or otherwise enforce the Collateral in priority to any other claims thereon and to sell the Collateral or any part thereof for payment of any amount due to the Bank under these Terms and Conditions or the transactions to which these Terms and Conditions relate;
(c) land and store the goods at any wharf or warehouse selected by the Bank and do any and all acts deemed necessary or advisable by the Bank or its correspondent or agent for the proper maintenance of the goods and/or reship the same to any port and to debit our account(s) with all costs and charges relating thereto;
(d) take conditional acceptance of Bills and/or to extend the due date for payment of Bills upon such conditions as the Bank thinks fit, and on payment of the Bills and all other amounts due to the Bank pursuant to these Terms and Conditions and the transactions to which they relate, the Documents relating to the Bills shall be delivered to the drawees or acceptors without prejudice, however, to the power of sale provided herein in the event the drawees or acceptors suspend payment, become bankrupt or go into liquidation;
(e) accept part payment before maturity and to deliver a proportionate part of the goods to the drawees or acceptors of the Bills or the consignees of the goods, if so requested by the drawees or acceptors;
(f) accept payment before maturity from the drawees and/or acceptors of Bills, or the consignees of goods, against delivery of goods and/or Documents and to allow a discount as may be
applicable in the country of the drawees and/or acceptors, as the case may be; and
(g) debit our account(s) at any of the Bank’s offices (regardless of where they are situated (including but not limited to those accounts at Sumitomo Mitsui Banking Corporation’s head office and/or its branches (including its overseas branches)) with all amounts payable by us pursuant to these Terms and Conditions and the transactions to which they relate and with the amounts of unaccepted or unpaid Bills, advances against Documents for which we are liable to the Bank and any deficiency or shortfall arising after sale of the Collateral provided that the Bank shall not be obliged to exercise such aforesaid right.
5. The Bank may sell the Collateral or any part thereof without demand for payment and without prior notice to us or any other person, and on such terms and conditions as the Bank deems fit, in any of the following circumstances :-
(a) on default of acceptance on presentation or of payment at maturity of any Bill or of any amounts due under these Terms and Conditions or the transactions to which they relate;
(b) on any drawee or acceptor of a Bill or consignee of goods suspending payment, being unable to pay its debts as they fall due, commencing negotiations or taking proceedings for rescheduling or deferment of its debts, proposing or entering into an arrangement for the benefit of or a composition with one or more creditors or having any steps or proceedings taken for its bankruptcy, liquidation, winding-up or dissolution or for the appointment of a receiver, judicial manager or similar officer;
(c) if we fail to make payment when due or upon demand (as the case may be) for any amounts owed by us to the Bank pursuant to these Terms and Conditions or the transactions to which they relate;
(d) if the Bank has made any payments as may be required pursuant to these Terms and Conditions or the transactions to which they relate for which we have not reimbursed the Bank;
(e) whenever the Bank deems it advisable (in its absolute discretion) that the goods should be sold, whether or not any contingent or other liability of ours shall have actually matured, including, without limitation, where in the Bank’s opinion the goods are in danger of being damaged, destroyed, deteriorated, lost or depreciated, and after deducting all other amounts payable to the Bank (including, without limitation, all expenses incurred by it), the Bank may apply the net proceeds in payment of any indebtedness or liability of ours under any other Bill and/or advance (including, without limitation, any interest and re-exchange expenses). The balance, if any, shall be returned to us
6. The Bank is authorised to recover the full amount payable under any insurance policy for any claims made thereunder. We agree to assign or otherwise grant an effective security interest over such policies and the proceeds thereof to the Bank for such purpose. We shall do and procure the doing of all acts and things and shall sign and procure the signing of all documents which the Bank deems necessary or advisable to confer upon it the full benefit of this clause. The Bank may charge the same commission on the insurance proceeds as upon the sale of Collateral and apply the net proceeds in the manner provided in Clause 5 above.
7. Where the net proceeds of sale of the Collateral and/or the proceeds from any insurance policies relating thereto shall be insufficient to pay the amounts payable by us to the Bank pursuant to these Terms and Conditions and the transactions to which they relate, we agree to immediately pay the Bank the difference without prejudice to the Bank’s rights against any parties to the relevant Bill or their estates for recovery of the same. We shall also provide the Bank on demand with such additional security as it may require.
8. The Bank shall be entitled to select the correspondent and/or collecting bank in relation to any Bill. We shall not hold the Bank responsible for negligence, default, omission, failure to act, mistake or fraud of any correspondent or collecting bank. The Bank shall also not be responsible or liable to us for any loss we may suffer or incur arising from or as a result of the
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insolvency, liquidation, suspension or similar event of any correspondent or collecting bank.
9. The Bank shall not be liable or responsible for any default by any warehouse keeper, broker, auctioneer or other person employed in relation to the landing, storage or sale of goods or for any other purpose relating to or in connection with these Terms and Conditions and the transactions to which they relate.
10. The Bank’s rights under any Bill shall not be prejudiced by its holding of the Collateral or any other security. Neither the Bank’s rights in relation to the Collateral and any other security nor our liability to the Bank under the Bill shall be prejudiced by any recourse or proceedings taken against the parties to the Bill or any time or other indulgence granted to them or any composition or arrangement made with them or by such Bill not having been noted and/or protested in the event of dishonour by non-acceptance and/or non-payment.
11. These Terms and Conditions and the Collateral constituted hereby shall be continuing and extend in respect of all sums at any time and from time to time due from us to the Bank pursuant to these Terms and Conditions and the transactions to which they relate notwithstanding our liquidation, receivership, judicial management or dissolution or the institution of any bankruptcy or insolvency proceedings against us or any change in our constitution, status, function, control or ownership (whether by reason of death, retirement or otherwise).
12. We agree to pay the Bank’s and its correspondent's and agent's interest, discount charges, commissions, charges and fees at the then prevailing rates in relation to the transactions contemplated herein. In the event the Bank and/or its correspondent and/or agent receive payment after the due date of a Bill, we agree to pay default interest at the then prevailing rate or at such rate as the Bank and/or its correspondent and/ or agent may in its sole discretion decide from the due date until the date they receive payment in full. The Bank is authorized to debit our account(s) with it with the amount of such interest, discount charges, commissions, charges, fees and default interest.
13. Delivery of Documents shall be made in accordance with the terms and conditions of the Letter of Credit or, in the absence of a Letter of Credit, the Bank’s application form for negotiation of Bills (the "Application"). In the absence of specific instructions in the Letter of Credit, the Bank and/or its correspondent and/or agent may make delivery of the Documents pursuant to applicable laws and regulations and/or prevailing practices at the place of acceptance, payment or discharge, as the case may be. The Bank and its correspondent and agent are authorized to modify terms of delivery specified in the Application in order to comply with applicable laws and regulations or the prevailing practices at the place of acceptance, payment or discharge, as the case may be, or if the Bank and/or its correspondent and/or their agent deem it necessary or advisable to do so in order to preserve their rights.
14. If the drawee of a Bill or any other person liable to pay or accept the Bill fails or refuses to do so or if the goods arrive at the place of discharge before delivery of the Documents, the Bank and/or its correspondent and/or agent may take all steps which they consider to be necessary or advisable for the preservation of the goods including, without limitation, unloading, customs clearance, storing, insuring and reselling the goods. We shall not hold them liable for any damage to the goods in the event the Bank and/ or its correspondent and/or its agent exercise their rights hereunder or which result from circumstances beyond the Bank’s and/or its correspondent's and/or its agent's control.
15. Unless the Application expressly provides that a protest (or other legal formalities required to be taken under any other applicable law or regulation in lieu of protest) is to be made for non-acceptance or non-payment for the exercise of the right of recourse, the Bank and its correspondent and agent and any other holder of the Bill shall not be required to make a protest. Notwithstanding the foregoing, if the Bank or its correspondent or agent shall deem it necessary or advisable the Bank or its correspondent or agent may make such protest and the costs
and expenses incurred in relation thereto shall be for our account. The Bank and its correspondent and agent shall not be responsible for the validity or regularity of any protest made. In relation to collection of Bills, unless expressly agreed otherwise, the Bank is not required to collect overdue interest on any Bill that is dishonoured for non-acceptance or non-payment. Further, if we do not provide the Bank with instructions in relation to disposal of the Bill and Documents within 60 days of being notified of non-acceptance or non-payment, the Bank may dispose of the goods and we will not hold the Bank responsible or liable in any way for such disposal.
16. We shall at all times keep the Bank fully and completely indemnified against any and all claims, demands, proceedings, actions, liabilities, damages, costs, losses and expenses (including legal fees on a full indemnity basis) and against all payments whatsoever that may be incurred, sustained or made by the Bank in relation to or arising from these Terms and Conditions and the transactions to which they relate. Without prejudice to the generality of the foregoing, this indemnity shall also apply in the event of the insolvency, liquidation, suspension or similar event of the drawee of the Bill or the issuing or confirming bank of the Letter of Credit.
17. We agree that the Bank’s records in relation to our account with it shall at all times be conclusive evidence of the amount owing by us to the Bank.
18. We agree that the Bank shall not be responsible for the nature, quality, quantity or condition of goods forming part of the Collateral, and that any statement in the Bank’s records relating thereto will be taken solely from particulars and figures supplied by us. In addition, unless the Bank is the negotiating bank under a Letter of Credit, it shall not be responsible for checking the Bills and Documents or for any discrepancies with the Letter of Credit.
19. We agree that the Bank may, in its sole discretion, receive payment under a Bill in a currency other than the currency in which it is drawn, at such exchange rate as determined conclusively by it in its sole discretion, in the event any form of exchange control, restriction or prohibition is imposed which affects the availability, convertibility or transfer of currencies or any debt, or other moratorium is imposed on jurisdictions, entities and/or individuals or any devaluation, re-denomination or de-monetisation ("foreign exchange controls") takes place. We shall indemnify the Bank in full against any loss, costs and expenses it may suffer or incur arising from or relating to such foreign exchange controls.
20. Where a Bill and/or the Documents are, or are likely to be, lost, destroyed, damaged or delayed in arriving, we shall pay the Bank such amount as certified by it to be due to it in relation to the negotiation of such Bill. Any such certification shall, in the absence of manifest error, be conclusive. Upon the Bank’s request, we shall at our cost furnish the Bank with a substitute Bill and Documents. Neither the Bank nor its correspondent nor agent shall be liable or responsible for any such loss, destruction, damage or delay unless caused by the Bank’s gross negligence or wilful default.
21. We shall not hold the Bank liable or responsible for any loss, damage or other consequences arising as a result of forgery, alteration or wrongful use of Documents unless such forgery, alteration or wrongful use is clearly apparent on the face of the Documents.
22. Where a third party offers unconditional acceptance or payment by intervention of or assumption of the debt under the Bills, the Bank and/or its correspondent and/or its agent may accept the said offer without prior notice to us.
23. In relation to a Bill accompanied by a Letter of Credit, the Bank and its correspondent and agent are authorized to issue (without prior notice to us) a letter of guarantee to the issuing, reimbursing or accepting bank under the Letter of Credit in the event the Bank or its correspondent or agent shall deem it necessary or advisable to do so (including, without limitation, where there are discrepancies in the Documents with the terms of the Letter of Credit). For the avoidance of doubt, the indemnity contained in clause 16 herein shall apply in relation to payment made by the Bank pursuant to each such letter of guarantee.
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24. These Terms and Conditions shall be applicable to any negotiation we request in relation to Bills in the name of a third party. In such cases, the Bank shall not be liable or responsible for verifying the signatures/ seals of such third party. We shall not hold the Bank liable or responsible for any loss, damage or other consequences arising as a result of forgery, alteration or wrongful use of Documents.
25. We hereby irrevocable consent to the disclosure by the Bank of such information about us as has been made available to the Bank to (a) any of its head, representative and branch offices and any of its related corporations in any jurisdiction (b) any authority including without limitation any central bank or other fiscal or monetary authority in any jurisdiction (c) any potential assignee or transferee or purchaser in respect of its rights and/or obligations under or in connection with these Terms and Conditions and/or the Collateral and/or the goods (d) any party that has provided or will provide any security or credit support for our obligations (e) its correspondents and/or agents and any other party for the purpose of giving effect to the transactions requested by us (f) any financial institution for the purpose of any securitisation of our assets or the Bank’s assets and (g) any insurer, insurance brokers or rating agency. Nothing herein shall limit or restrict any other consent to disclosure of information provided by us including pursuant to the Bank’s Terms and Conditions Governing Accounts or otherwise.
26. These Terms and Conditions shall be binding on us and our successors in title and shall ensure for the benefit of the Bank and its successors and assigns. Where the application to which these Terms and Conditions relate is signed by more than one person/entity, each such person/entity shall be jointly and severally liable hereunder.
27. This agreement shall be governed by and construed in accordance with the laws of Singapore. We agree that the Uniform Customs and Practice for Documentary Credits 2007 Revision, ICC Publication no. 600 and the Uniform Rules for Collections, 1995 Revision, ICC Publication no. 522 (or in each case, such later revision as may be adopted by ICC) shall apply to the extent not inconsistent with the terms herein or with Singapore law.
28. The Bank reserves the right at any time and from time to time to add to, amend, modify, supplement or vary any of these Terms and Conditions and such additions, amendments, modifications, supplements and variations shall be deemed to have effect as soon as notified to us. We agree that we shall be deemed to have agreed to such additions, amendments, modifications, supplements and variations without reservation in relation to any transactions requested by us after such notification.
29. We understand that the US and other government and/or regulatory authorities imposes, from time to time, specific sanctions against certain countries, entities and individuals and the Bank may be unable to process a transaction that involves a breach of sanctions. Further authorities may require the disclosure of information. We confirm (unless otherwise notified to the Bank) that no Bill is/shall be connected with any sanctioned country. We agree that if the Bank is required to disclose any information or if any payment/transfer of fund in connection with any Bill is blocked, frozen, delayed, refused or cancelled because it is claimed to be sanction related, the Bank shall not be liable for any information disclosed or for any losses, liabilities, penalties, costs or expenses (“Liabilities”) we may incur and we shall indemnify the Bank against any Liabilities the Bank may incur.
30. We confirm that no Bill does/shall involve: (i) financing imports or the trade through intermediaries of goods which country of origin is North Korea or which are shipped from North Korea, or for funding activities which may contribute to nuclear-related plans or preparations of North Korea, or (ii) any goods, transaction or business relationship directly or indirectly related to Iran or, (iii) goods which are regulated by the Strategic Goods (Control) Act or similar laws in other jurisdictions for which we have not obtained the necessary approvals or permits from all relevant authorities including but not limited to Singapore Customs.
31. Save for any of the Bank’s correspondents or agents and any person appointed by the Bank or save as expressly provided in these Terms and Conditions, a person who is not a party to these Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, to enforce or enjoy the benefit of any term of these Terms and Conditions. Notwithstanding any term of these Terms and Conditions, the consent of any person who is not a party to which these Terms and Conditions apply is not required to rescind or vary these Terms and Conditions.
32. We confirm that we (a) have obtained (and shall maintain) the consent from our directors, officers, employees, shareholders, beneficial owners, representatives, agents and principals (if acting on behalf of another), and (b) are authorised to deliver the same to the Bank for the collection, use, disclosure, transfer and retention of personal data in connection with the compliance by the Bank with laws and regulations or regulatory requests (including “know your customer” or other similar procedures), the promotion and provision of any service or product to us (including evaluation on eligibility or suitability), as permitted by laws or regulations and for such other purposes as in accordance with the personal data protection policy of the Bank (a copy of which shall be available upon request) and purposes incidental to any purpose stated in the personal data protection policy, or otherwise in connection herewith.
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No.
For
At
Drawn under
Irrevocable Letter of Credit No.
BILL OF EXCHANGE
SINGAPORE,
dated
of this FIRST Bill of Exchange (SECOND of the same tenor
and date being unpaid) pay to SUMITOMO MITSUI BANKING CORPORATION or order the sum of
Authorised Signature
Sumitomo Mitsui Banking Corporation Singapore Branch (Incorporated in Japan with limited liability) Reg. No. (UEN) T03FC6366F SCF/EXP/002
Sumitomo Mitsui Banking Corporation Singapore Branch (Incorporated in Japan with limited liability) Reg. No. (UEN) T03FC6366F SCF/EXP/002
To:
No.
For
At
Drawn under
Irrevocable Letter of Credit No.
SINGAPORE,
dated
of this SECOND Bill of Exchange (FIRST of the same tenor
and date being unpaid) pay to SUMITOMO MITSUI BANKING CORPORATION or order the sum of
To:
BILL OF EXCHANGE
Authorised Signature