Terms and Conditions For Handling of Documents under Letter Of Credit 1. In consideration of you agreeing to negotiate, advance, finance or otherwise handle at our request our drafts and/or documents under this Letter of Credit, we hereby declare and confirm that we have agreed with you that this Letter of Credit together with all documents representing or related to the Goods including without limitation, bills of exchange, invoices and carriage documents, and all other documents enclosed with our request and the Goods, shall at all times be held by you by way of pledge as continuing security for the payment of all moneys, obligations and liabilities whatsoever, whether actual or contingent, now or hereafter, due, owing to or incurred by you from or by us on any account. 2. We hereby record the terms of such pledge to you and undertake to and agree with you as follows: 3. In any of the following events: 4. The security constituted by the pledge shall be in addition to and shall not be prejudiced, determined or affected by nor operate so as in any way to determine, prejudice or affect any other security or right which you may now or at any time in the future hold for or in respect of all or any part of our liabilities to you, nor shall any prior security held by you over the pledged Goods or any part of them or any other properties merge in the security constituted by the pledge, and the pledge shall remain in full force and effect notwithstanding any intermediate settlement of account as a continuing security until discharged by you. 5.We represent and warrant to you that all documents presented under the Letter of Credit will constitute a complying presentation.
6.We undertake that: 7. We irrevocably agree to assign to you absolutely, by way of transfer, all our rights, title and interest in, and claims for payment under the Letter of Credit and all related documents, Goods and insurances. Without prejudice to the generality of the other terms and conditions herein, where financing is provided to us against the Letter of Credit and documents presented thereunder and/or bills of exchange, pursuant to our request herein, we shall and do hereby assign unconditionally and irrevocably to you all rights, interest, benefits, entitlements, debts, suits and choses in action as are due under the Letter of Credit and/or bill of exchange. We irrevocably authorise you to give notice of such assignment to the issuing bank and all other parties in respect of which our rights, title and interests are hereby assigned. You may, at your absolute discretion, enforce the rights through legal action or otherwise. We agree to execute any documents (including the endorsement of any draft), and to take all steps and provide all assistance that you may request in connection with making claims against any party in respect of the Letter of Credit, on goods and insurances. 8. Your rights against us shall not be prejudiced owing to any such bills not having been noted and/or protested in the event of dishonour by non-acceptance and/or non-payment. 9. If there occurs in relation to negotiation of or advance against the Letter of Credit an event having a material and adverse change in (i) the international financial and capital markets; (ii) any national or international financial, potential or economic conditions; (iii) currency availability; or (iv) exchange rates or exchange controls, you shall have the absolute discretion to receive payment under the Letter of Credit in any alternative currency at such exchange rate as you may determine in your discretion. 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. 10.The Bank shall not be responsible for any act, omission (including any failure to endorse or re-endorse bills of lading), default, suspension, insolvency or bankruptcy of any correspondents or agents, or for any delay in remittance loss in exchange or loss of any documents, item or their proceeds during transmission or in the course of collection, but you shall be responsible only for your own acts. 11.We hereby agree to indemnify you and your agents on demand against all actions, claims, losses, expenses, demands and liabilities whether in contract, tort or otherwise, now or hereafter incurred by you or your agent, officer or employee for anything done or omitted in the exercise or purported exercise of the powers herein contained or relating to the Letter of Credit or the pledged Goods or occasioned by any breach by us of any of our obligations hereunder or relating to the Letter of Credit or the pledged Goods, and you may retain and pay all sums in respect of the same out of the proceeds of sale or other disposal of the Goods. 12. In the event that we instruct you to check the documents and to pay us prior to receipt of the Letter of Credit proceeds from the issuing / confirming / reimbursing bank, you shall only be required to check such documents based on your understanding and interpretation of the Revision of the Uniform Customs & Practices (“UCP”), International Chamber of Commerce (“ICC”) Publication stated in the Letter of Credit and international standard banking practice. You shall not be liable to us whether in contract, trust or otherwise should the documents be rejected or payment refused by the issuing or confirming bank on the ground that the documents do not constitute a complying presentation, even if the discrepancies raised by the issuing or confirming banks are not similar to those raised by you or if you determine the documents to be a complying presentation. 13. If we request you to negotiate drafts and/or documents under the Letter of Credit, we may request that the proceeds under the Letter of Credit be advanced to us before or on the banking day on which reimbursement is due to you. If you accede to our request, you shall nevertheless be entitled to advance the proceeds to us on the banking day on which reimbursement is due to you. You shall also assume the rights of a negotiating bank under the Letter of Credit and charge us negotiation commission and other fees as you deem appropriate. 14. Where, for any reason whatsoever, whether with or without legal basis, you do not receive payment of the proceeds under the Letter of Credit or bills of exchange from or the issuing or confirming bank as and when such payment is due or if the issuing or confirming bank seeks reimbursement of any payment made to you and/or reject documents or drafts presented under the Letter of Credit or if one or more of the documents presented under the Letter of Credit is forged or contains any misrepresentation or false factual information known to us, any amount paid by you to us pursuant to such negotiation, advance or finance shall become immediately repayable to you by us and you shall have full recourse against us in respect of such payment as has been made to us earlier. 15. Without prejudice to the foregoing, you are entitled to reverse/debit any payment by the issuing or confirming bank to any account we maintain with you, in satisfaction of any outstanding sums owed to you. In addition, you are authorised to debit any or all of our accounts with you by way of payment in advance of all costs, charges, commission, expenses and liabilities which you, your agents or correspondents have incurred or may incur in relation to or in respect of the Letter of Credit. The aforesaid advance payment is an absolute and unconditional payment and you shall not be obliged, under any circumstances whatsoever, to refund the same to us. You shall be at liberty to utilise or otherwise deal with the advance payment in any manner as you deem fit and we confirm that we have no further title, interests, rights or benefits to the monies comprising the advance payment. The abovementioned advance payment shall not discharge or otherwise affect any other claims for reimbursement, repayment, indemnity, interest, expenses and/or costs that you have or will have against us. 16. We hereby appoint you and any person nominated in writing under the hand of any of the Bank’s officers as your attorney and in our name and on our behalf, to commence any legal action or proceedings if necessary and that we will co-operate fully with you, including the execution of any documents, affidavits and powers of attorney, in any action or proceedings commenced (whether in our name or not) to enforce or obtain payment from the issuing or confirming bank whether pursuant to this assignment or otherwise. 17. Unless otherwise provided to the contrary 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 (“the Act”) to enforce any terms of these Terms and Conditions. Notwithstanding any term herein, the consent of any third party is not required for any subsequent agreement between the parties hereto to amend or vary (including any release or compromise of any liability) or terminate these Terms and Conditions. Where third parties are conferred rights under these Terms & Conditions, those rights are not assignable or transferable. 18. The expressions “we”, “us” and cognate expressions whenever used herein means us and our successors, administrators and legal representatives (as the case may be). The expressions “you”, “your” or “the Bank” extend to its successors, administrators, legal representatives and assigns. 19. Handling of documents pursuant to this application shall also be subject to the Uniform Customs and Practice for Documentary Credits,ICC Publication No 600 (“UCP600”) or the applicable revision to UCP 600 as stated in the Letter of Credit. In the event of inconsistency between UCP600 (or its applicable revision) and these Terms and Conditions, these Terms and Conditions shall prevail. 20. This application and these Terms and Conditions and the settlement of any dispute arising out of or in connection herewith shall be governed by the laws of Singapore. We hereby irrevocably submit to the non-exclusive jurisdiction of the Singapore Courts.
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