TRANSACTION CODE:

SELLER CODE:

BUYER’S CODE:

 

DEED OF AGREEMENT

备用信用证转让协议

 

TABLE OF CONTES 主要条款目录

SWIFT.COM CONTROL  SWIFT系统对信息的控制

NATURE OF TRANSACTION, QUALIFICATION AND AWARENESS

交易性质、资格和对相关信息的知悉

ASSIGNMENT  未经对方同意不得转让和修改本协议的权利义务

GOVERNING LAW本协议将受欧洲联盟和英国法律的管辖和解释

NON PERFORMANCE  未能履行责任的违约

UNAUTHORIZED BANK COMMUNICATION:

未经授权的银行通讯：任何一方未经其银行的授权不得与另一方银行联系。

NON-SOLICITATION 买方承认卖方 非主动邀约买方来参加交易

INDEMNIFICATION 保障对方不受损害

NON-DISCLOSURE   不披露对方的商业秘密

NON-CIRCUMVENTION 保密条款

FORCE MAJEURE 不可抗力

ARBITRATION  仲裁

ENTIRE AGREEMENT 协议的完整性

CONDUCT OF THE PARTIES  各方行为的合规性

“EXHIBIT A”

TEXT OF PRE-ADVICE SWIFT MT799 FROM ISSUING BANK TO BUYER’S RECEIVING BANK

附件A开证行通知买方接收银行的预通知文本

 

 “EXHIBIT B”

TEXT OF SWIFT MT799 BPU FROM BUYER’S BANK TO PAYEE BANK

附件B 买方银行至受款银行的快捷MT 799通讯

 

“EXHIBIT C”

SAMPLE SWIFT MT-760 FROM ISSUING BANK TO BUYER BANK

附件C  从开证行到买方银行的快速760通讯

 

 

APPLICANT NAME: 

COMPANY NAME: 

OFFICER NAME: 

DATE OF BIRTH: 

NATIONALITY:  

PASSPORT NUMBER:

 

BANK INSTRUMENT TYPE:

FACE VALUE CURRENCY:

AMOUNT:           

BUY OUT PRICE:

 

This Agreement is made and enters into the date of   .... by and between the parties described below:

 

SELLER’S information

(Hereinafter referred to as 'SELLER) and

 

BUYER’S information

(Hereinafter referred to as 'BUYER')

 

WHEREAS, BUYER desires to buy SBLC from SELLER.

 

WHEREAS, BUYER confirms with full corporate and legal responsibility that funds are available to fulfil the requirements for the purchase of this instrument and BUYER further confirms to cooperate with SELLER to successfully complete the transaction.

 

WHEREAS, SELLER desires to sell, transfer and assign all interests, rights and title of the SBLC available to BUYER.

 

WHEREAS, SELLER represents and warrants that it has the ability and resources to arrange directly, through associates, contacts and sources, with full corporate responsibility, financial instruments per the terms of assignments to be provided to BUYER.

 

WHEREAS, SELLER hereby declares under penalty of perjury that the SBLC will be cash backed by good, clean, clear, and free and of non-criminal origin funds and that the SBLC itself will be free and clear of all liens, encumbrances and third party's interests.

 

NOW THEREFORE, BUYER has agreed to buy the requested SBLC for a total of percent (40%) of its Face Value plus two percent (2%) commission and SELLER has agreed to issue the requested SBLC for sale, and both Parties hereby agree to the following:

 

1.    Instrument Type     SBLC            

2.    Total Face Value     100M            

3.    First tranche:         100M            

4.    Subsequent tranches:    

5.    Issuing Bank                       

6.    Selling Fee:                        

7.    Transaction Mode:         DOA, Swift MT799 Pre-Advice from Seller’s Bank, to be followed by Buyer’s

                                                       bank Swift MT799 BPU and  Swift MT760 issued to BUYER's designated

                                                       account. Payment is to be made within 5 Banking days via MT103 after

                                                       receipt of the Swift MT760.

8.    Hard Copy                           By Bonded Courier within 7 banking days after said MT103 payment.

 

 

PROCEDURE:

1.    BUYER signs and submits a Purchase Application that will include full banking details of receiving bank to be confirmed by SELLER. SELLER and BUYER sign this Deed of Agreement, and thereby it will automatically become a full recourse commercial contract, confirming that SELLER has accepted and approved BUYER’s application.

 

2.    Seller's Bank Officer shall send RWA/Pre-Advice by MT799 (Exhibit A) to indicate the coming of MT760 to Receiving Bank.

 

3.    After receiving RWA/Pre-Advice by MT799 to indicate the coming of MT760, Receiving Bank will reply with BPU (Exhibit B) of readiness to receive SBLC by MT760 and pay for it.

 

4.    Seller's Bank Officer shall send out SWIFT MT760 (Exhibit C) to Receiving Bank.

 

5.    BUYER verifies and authenticates the Swift MT760 SBLC and pays to SELLER the 40% cost of

the SBLC and and simultaneously pays 2% commission to intermediaries within Seven (7) to

Ten (10) Banking Days..

 

6.    Hard copy of the SBLC, if to be requested by BUYER, will be delivered by bank bonded courier

within 7 banking days after the payment for the Swift MT760 SBLC.

 

NOTE: Should BUYER default to make his due payments as per the Deed of Agreement, SELLER will instruct the Issuing Bank to submit a claim on the SBLC thereby forcing BUYER's Bank to return the SBLC by SWIFT MT760 to the Issuing Bank.

 

SWIFT.COM CONTROL  SWIFT系统对信息的控制

Buyer hereby attests that he is aware that SWIFT HQ in is controlling the delivery of any and all Swift messages and that each Swift message may be delivered firstly to the Central Bank of the country of the Receiving bank for “Analysis” and it may be held under “status control" before it is to be further delivered to the Receiving bank’s main office, and from there to the designated branch. In case of a delay in receiving any Swift message, Buyer must locate the Swift message by placing the Swift ‘Transaction Reference Number’ (TRN) on his bank Swift operator’s screen. It is Buyer’s bank responsibility to locate the received Swift messages. In case Buyer’s bank cannot locate the received Swift messages, Buyer must obtain a written confirmation from his bank stating that fact.

 

NATURE OF TRANSACTION, QUALIFICATION AND AWARENESS

交易性质、资格和对相关信息的知悉

This transaction is for buying bank instruments and shall be conducted between the principal entities. Both parties confirm that each is fully empowered, legally qualified and duly authorized to execute and deliver this document and to be bound by its terms and conditions. Such terms and conditions are also binding upon the parties' respective successors and assigns.

 

ASSIGNMENT  未经对方同意不得转让和修改本协议的权利义务

This Agreement is not assignable or transferable without the prior written acceptance of one party to the other. Any assignment of this Agreement made by any Parties in interests during the term of this Agreement shall not release the individual Parties of their responsibilities to the other without the written consent of all Parties. Neither party may alter, amend, nor modify this agreement, except by an instrument in writing signed by both parties. Seller reserves the right to use any of his associates' Sellers to assist in completion of the transaction.

 

GOVERNING LAW本协议将受欧洲联盟和英国法律的管辖和解释

This agreement will be governed by and construed in accordance with the laws of the European Union and the UK. In the event that either party shall be required to bring any legal actions against the other and to enforce any of the terms of this agreement the prevailing party shall be entitled to recover reasonable attorney fees and costs.

 

NON PERFORMANCE  未能履行责任的违约

After this contract has been signed by both SELLER and BUYER, and copies have been exchanged electronically or otherwise by a delivery service, a failure to follow the closing procedure in time and form it will be considered a breach of this contract and will put the failing party in a default position forced to pay remedies to the suffering party.

 

UNAUTHORIZED BANK COMMUNICATION:

未经授权的银行通讯：任何一方未经其银行的授权不得与另一方银行联系。

Neither Party is allowed to contact the Bank of the other Party without the authorization of the Party whose bank is to be contacted. Any unauthorized calls by any party or its representative agents / brokers / lawyers to probes or communication in an improper way or ways indicative of direct or indirect solicitation to bank(s) in this transaction shall be prohibited and result to contract terminated.

 

Notice: This is a private sale between two entities and is not to be construed as an offer of funds nor a sale of securities as defined in the Securities Act of 1933/34.

 

NON-SOLICITATION 买方承认卖方 非主动邀约买方来参加交易

BUYER hereby confirms and declares that SELLER, his/its associates or representatives or any person or persons on his/its behalf has/have never ever solicited BUYER, his/its shareholders or associates or representatives in any way whatsoever that can be construed as a solicitation for this transaction or for future transactions.

 

INDEMNIFICATION 保障对方不受损害

The Parties hereto agree to indemnify and hold each other harmless from actions, debts or liabilities caused or taken by them. Each Party shall be liable only for his own actions, debts or liabilities, except such expenses/fees as mutually agreed in writing.

 

NON-DISCLOSURE   不披露对方的商业秘密

Buyer, Seller and all parties agree to preserve the confidentiality of all proprietary and confidential information obtained in the course of this transaction pertaining to BUYER, SELLER and Consultants or brokers and any of their projects. BUYER agrees to keep confidential the identity of all SELLER’s signatories and all contacts provided by any SELLER’s signatories.

 

NON-CIRCUMVENTION 保密条款

1.    Each party agrees that they will not make any contact with, deal with, contract with or be involved with any individuals, introduced by the other Signatory or Consultants, without specific permission from the party that introduced them to that Party.

2.    Each Signatory agrees to keep confidential the identity of and all contacts so provided by any other signatories or Consultants.

3.    This agreement shall be legally binding on the parties hereto, their principals, employees, representatives, agents and assigns in all countries of the world.

4.    The parties hereto affirm that they will act with the highest standards of ethics and honesty in all their dealings. This agreement shall be respected and honoured at all times, unless otherwise to be mutually agreed upon and any party will permit no attempt or hint of circumvention.

5.    Each of the above parties agrees and understands that any overt or covert action of circumvention prescribed by this agreement shall be construed as a fraudulent act against the other party and will be subject to judicial action, recompense for damages, possible punitive damages and injunctive relief allowed by the legal process.

 

FORCE MAJEURE 不可抗力

None of the Parties will be responsible, as determined by the International Chamber of Commerce (ICC), Paris Accords (Publication 421 E), regarding the impossibility to execute this contract, fully or partially, when this impossibility is directly or indirectly determined by the causes specified by ICC and that are below reported in English:

A.    Causes beyond their reasonable control;

B.    Acts of Nature;

C.    Wars (declared or undeclared);

D.    Fire, flood, sabotage, nuclear accident, earthquake, storm, epidemic;

E.    Acts or Non-Actions of any Governmental Authority (de jure or de facto), including the intervention of the Federal Reserve Bank of the United States which have the effect of prohibiting or otherwise limiting the Corporate Objective of this Agreement;

F.    Banks and/ or Financial Institutions are closed by reason of industrial dispute or governmental intervention or due to pre-planned yearly vacation in Europe.

 

ARBITRATION  仲裁

All disputes and questions whatsoever which arise between the parties to this agreement and related to on this agreement by the construction or application thereof or any account cost, liability to be made hereunder or as to any act or way relating to this agreement shall be settled by the arbitration in accordance with the arbitration laws of the ICC.

 

ENTIRE AGREEMENT 协议的完整性

This is the entire agreement for the transaction carrying the above referenced transaction code. The entire agreement contains 22 pages including the signature page and each of which page has the same force and effect as of the signature page. The parties agree that this Agreement supersedes and replaces entirely any and all prior Agreements, written or otherwise, between the Parties, with respect to the transaction contemplated herein, and it represents the entire Agreement between the parties. No changes, alterations or substitutions shall be permitted unless the same shall be notified in writing and signed by both parties.

 

CONDUCT OF THE PARTIES  各方行为的合规性

In carrying out its responsibilities pursuant to this Agreement, each Party, shall at all times act in a lawful and ethical manner and abide by all applicable statutes, laws, rules and regulations.

 

AGREED AND ACCEPTED BY THE PARTIES OF THIS AGREEMENT:

 

For and On behalf of BUYER.                          For and On behalf of SELLER.   

 

“EXHIBIT A” 附件A

TEXT OF PRE-ADVICE SWIFT MT799 FROM ISSUING BANK TO BUYER’S RECEIVING BANK

开证行通知买方接收银行的预通知文本

 

WE, DEUTSCHE BANK AG, LOCATED AT TAUNUSANLAGE 12 60325 FRANKFURT AM MAIN, GERMANY, HEREBY CONFIRM WITH FULL BANK RESPONSIBILITY, PURSUANT TO THE REQUEST AND ON BEHALF OF OUR CLIENT , THAT WE ARE READY, WILLING AND ABLE TO ISSUE AN UNCONDITIONAL, DIVISIBLE, TRANSFERABLE AND ASSIGNABLE, CASH BACKED STANDBY LETTER OF CREDIT (SBLC) OF ICC 600 FORMAT, TO THE BENEFICIARY….. IN THE TOTAL AMOUNT OF EURO (€) WITH MATURITY DATE OF ONE YEAR AND ONE DAY FROM ISSUANCE DATE, AND IT SHALL BE TRANSMITED VIA SWIFT MT760 WITHIN 48 BANKING HOURS UPON YOUR CONFIRMATION BY SWIFT MT799 TO THAT CASH FUNDS OR CREDIT FACILITY IS READY AT YOUR CUSTOMER ACCOUNT FOR PAYMENT FOR THE SBLC AND WILL BE TRANSFERRED IN ACCORDANCE WITH THE DOA HAVING ABOVE TRANSACTION CODE WITHIN FIVE (5) BANKING DAYS UPON YOUR RECEIPT AND VERIFICATION OF OUR SWIFT MT760 .

 

FOR AND ON BEHALF OF ……

 (ADDRESS)

 

BANK OFFICER NAME                                  BANK OFFICER NAME

DESIGNATION/TITLE                             DESIGNATION/TITLE

BANK OFFICER PIN                               BANK OFFICER PIN

 

 “EXHIBIT B” 附件B

TEXT OF SWIFT MT799 BPU FROM BUYER’S BANK TO PAYEE BANK

买方银行至受款银行的快捷MT 799通讯

 

 

WE,…..(NAME OF BUYER BANK)….., REPRESENTED BY THE UNDERSIGNED OFFICERS, HEREBY CONFIRM, WITH FULL BANK RESPONSIBILITY ON BEHALF OF OUR CUSTOMER……………, THAT CASH FUNDS FOR THE PAYMENT OF SWIFT MT760 SBLC IS DEPOSITED IN ACCOUNT NUMBER ………….. AS OF THIS DATE OF TRANSMISSION, IN FAVOR OF THE ABOVE TRANSACTION CODE.

 

WE HEREBY CONFIRM THAT OUR CUSTOMER,……, IS IN GOOD STANDING WITH OUR INSTITUTION AND IS READY TO RECEIVE THE BANK INSTRUMENT SWIFT MT-760 ISSUED BY WITH A FACE VALUE OF € (EURO) AND UPON VERIFICATION AND AUTHENTICATION, WE ARE READY TO MAKE PAYMENT WITHIN 5 BANKING DAYS BY SWIFT MT-103 WIRE TRANSFER ACCORDING TO THE AGREEMENT UNDER TRANSACTION CODE: …………………. .

 

WE FURTHER CONFIRM THAT THESE FUNDS ARE GOOD, CLEAN, CLEARED AND OF NON-CRIMINAL ORIGIN, AND THEY ARE FREE AND CLEAR OF ANY LIENS OR ENCUMBRANCES.

 

FOR AND ON BEHALF OF …….

(ADDRESS)

 

 

BANK OFFICER NAME                                         BANK OFFICER NAME

DESIGNATION/TITLE                                    DESIGNATION/TITLE

BANK OFFICER PIN                                      BANK OFFICER PIN

 

 

“EXHIBIT C”

SAMPLE SWIFT MT-760 FROM ISSUING BANK TO BUYER BANK

附件C  从开证行到买方银行的快速760通讯

 

SBLC VERBIAGE - STANDARD ICC UCP 600

 

WE, THE UNDERSIGNED BANK, WITH ADDRESS AT:, HEREBY ISSUE OUR IRREVOCABLE AND CONFIRMABLE STANDBY LETTER OF CREDIT NO.:……. IN FAVOUR OF……..,  ACCOUNT NUMBER IBAN:………. FOR THE AMOUNT OF € (EURO ONLY), FOR THE BENEFICIARY………… FOR ONE(1) YEAR AND ONE(1) DAY FROM THE DATE OF ISSUE.

 

OTHER TERMS AND CONDITIONS:

PARTIAL AND MULTIPLE DRAWINGS ARE PERMITTED, AND ALL DEMANDS MADE HEREUNDER MUST BE PRESENTED TO THE ISSUING BANK ON OR BEFORE THE EXPIRY DATE OF DD../MM.., 2019 AFTER WHICH THIS STANDBY LETTER OF CREDIT AUTOMATICALLY BECOMES NULL AND VOID.

 

REIMBURSEMENT INSTRUCTION:

ON RECEIPT OF THE DEMAND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS STANDBY LETTER OF CREDIT, WE SHALL EFFECT PAYMENT TO YOU NOT EXCEEDING THE ABOVE MAXIMUM AMOUNT AS PER YOUR PAYMENT INSTRUCTIONS.

 

WE HEREBY ENGAGE WITH YOU THAT AN AUTHENTICATED SWIFT DEMAND DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS STANDBY LETTER OF CREDIT WILL BE DULY HONOURED UPON PRESENTATION TO US.

 

SUCH PAYMENT SHALL BE MADE WITHOUT SET-OFF AND CLEAR OF ANY DEDUCTIONS, OR CHARGES, FEES OR WITHHOLDING OF ANY NATURE, NOW OR HEREINAFTER IMPOSED, LEVIED, COLLECTED, WITHHELD OR ASSESSED BY THE GOVERNMENT OF GERMAN OR ANY POLITICAL SUBDIVISION OR AUTHORITY THEREOF OR THEREIN AND UPON SURRENDER OF THIS INSTRUMENT AT THE OFFICE OF BANK , WITH ADDRESS AT:.

 

THIS STANDBY LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICES FOR BANK CREDIT INSTRUMENTS IN ACCORDANCE WITH THE INTERNATIONAL CHAMBER OF COMMERCE (ICC) PUBLICATION NO. 600 (LATEST EDITION).

 

THIS CASH BACKED INSTRUMENT IS TRANSFERABLE, ASSIGNABLE, DIVISIBLE, AND CALLABLE AT MATURITY. THE ORIGINAL HARD COPY OF THIS CASH BACKED STANDBY LETTER OF CREDIT WILL FOLLOW BY BANK BONDED COURIER DELIVERY TO COORDINATES AS PER YOUR INSTRUCTION FOR DELIVERY WITHIN SEVEN (7) DAYS OF THIS DATE OF MT760 ISSUE.

 

THIS IS AN OPERATIVE INSTRUMENT AND NO MAIL CONFIRMATION WILL FOLLOW.

 

FOR AND ON BEHALF OF BANK