Documente Academic
Documente Profesional
Documente Cultură
An Educational Document for the use of those interested in how Bank Instruments
are purchased.
BUYER:............................................................................... ................................17
WE ARE PLEASED TO FACILITATE THE INFORMATION YOU NEED IN ORDER TO UNDERSTAND THE
EDUCATIONAL PACKAGE CONTAINING THE TYPICAL COMMON DOCUMENTS AND LANGUAGE USED
THANK YOU FOR FULLY REVIEWING THIS DOCUMENT. IT IS OUR PLEASURE TO HELP FACILITATE
A BETTER UNDERSTANDING .
Procedures
The Non Circumvent Non Disclosure Agreement contained within this agreement
shall supersede any and/or all previous Non Circumvent Non Disclosure
Agreement/s which may or may not have been executed between any and/or all
parties concerned with this transaction.
Description of Instrument
The Buyer submits this LOI with full banking coordinates, Corporate Profile (Client’s
Information Sheet), Board of Directors’ Resolution, Non Solicitation Letter, Master
Fee Protection Agreement and a clear color copy of the Buyer Signatory’s passport.
The Seller signs this LOI providing Seller’s bank coordinates with name of bank,
SWIFT code and beneficiary and returns it to the Buyer after which both parties
deposit it with the respective settlement banks and notify each other by mail.
There shall be no further confirmation of POF or soft probe. No phone call or email
communications are allowed. All the confirmations will be done via S.W.I.F.T on a
Bank to Bank basis.
The Provider will authenticate and verify the received MT103 or ICBPO. Within 3
international banking days upon successful verification, the Provider’s Bank will
transmit Via SWIFT MT760 Bank Certified Corporate Invoice to Buyer’s Bank
containing: CUSIP/Registration Numbers, ISIN Numbers, term, text of instruments,
denominations, name(s) of issuing bank(s), date of issue, date of maturity, access
code and all pertinent data necessary for the Buyer’s Bank to authenticate and
validate the data of the invoiced instrument via Euroclear or DTC.
Within eight (8) international banking hours after receipt of clear funds, Provider’s
Bank will electronically deliver the bank guarantee and deliver hard copy Bank
Guarantee instruments within seven (7) international banking days to the Buyer or
his bank as specified in the funding instrument.
Simultaneously, the Buyer shall effect payment to all the intermediaries according
to the Master Fee Protection Agreement without delay or withholding.
A master fee protection agreement with this Transaction code and date shall be
made an integral part of this LOI/Contract as an attachment
A BANK TRANSMIT HAS ONE PURPOSE: THAT IS FOR THE SELLER’S BANK
TO SEND THE BANK GUARANTEE/S AND RELATED ITEMS TO THE BUYER’S
BANK SO THAT THE BUYER’S BANK CAN VALIDATE AND AUTHENTICATE THE
BANK GUARANTEE/S.
OUR BANKS AND BANKERS WILL NOT RESPOND TO ANY ENQUIRIES OTHER THAN ON
A BANK-TO-BANK BASIS VIA A BANK TRANSMIT AND ONLY AFTER THE AGREEEMENT
HAS BEEN SIGNED AND WE HAVE NOTIFIED OUR BANK OF THE SOURCE OF THE
BANK TRANSMIT AND IDENTIFIED THE ASSOCIATED BANK OFFICER
This Agreement shall remain valid and full force for thirty international banking days
from the date of issue. After such time it shall expire. This Agreement document, if
unsigned, shall be rendered NULL and VOID.
ARBITRATION
The Parties agree to settle any dispute arising between them on an amicable
manner. In the event of failure to an amicable settlement, the Parties agree to
submit any irreconcilable to ICC office in Geneva, Switzerland, by three arbitrary
appointed in accordance with ICC rules.
ASSIGNMENT
Neither Party may assign or delegate its interest or duties without prior written
consent of the other Party.
AGREEMENT EXECUTION
Each party to this Agreement represent that it has Full Legal Authority to execute
this Agreement and that each party agrees to be bound by Terms and Conditions set
forth herein each Party agrees that this Agreement may be executed simultaneously
by and between Parties via telefax or Facsimile Transmission which should be
deemed as Original. All statements made by either party are under penalty of
perjury.
FORCE MAJEURE
Neither Party to this Agreement shall be responsible for Breach of Contract caused
by an act of God, Civil Insurrections, Military War Operation or local Emergency –
The Parties hereby accept the International Provision of the “FORCE MAJEURE” as
defined by ICC 458, Publications, whichever relates to the Bank Guarantee issuance
applies.
PENALTY
The parties acknowledged that a PENALTY OF 1% of the total amount of the
contract to be payable from the defaulting party to the innocent party as
compensation for the damage which the innocent party has suffered.
After confirming, by signature and seal, this Agreement/ Contract will be effective
equal as an agreement. Each party holds one of the effective Agreement/Contract.
By their execution below, the parties hereto agree to the general terms and
conditions herein and warrant onto the other the entire agreement between parties.
………………………
(Signature)
Signatory Name :
Title :
Passport No. :
Country of Issue :
Date of issue :
………………………
(Signature)
Signatory Name :
Title :
Passport No. :
Country of Issue :
Date of issue :
In accordance with Articles two (2) through five (5) of the Due Diligence Convention and the
Federal Marketing Commission Circular of December 1998, concerning the prevention of
money laundering, the following information may be supplied to banks and/or other Federal
Institutions for purposes of verification.
1) Buyer’s Name :
Business Address :
Business Registration No. :
Telephone :
Facsimile :
E-Mail Address :
2) Represented By :
Nationality :
Passport No. :
Date if Issue :
Date of Expiration :
Date of Birth :
Place of Birth :
SSN/Identity No. :
Address :
Telephone :
Mobile Telephone :
Facsimile :
E-Mail Address :
3) Legal Counsel :
Address :
Telephone :
Facsimile :
E-Mail Address :
4) Buyer’s Banking :
Contract Number
Seller’s Transaction Code:
Buyer’s Transaction Code:
:
Name of Bank
Bank Address :
Account Name :
Account/Signatory :
Account No. :
Bank Officer :
Telephone :
Facsimile :
E-Mail Address :
S.W.I.F.T. Code :
5) Funds Information :
Origin :
Are Funds clean and Clear? :
Declaration: I hereby swear under penalty of perjury, that the information provided is both true
and accurate. I am the signatory on the aforementioned bank account. All monies engaged in
this transaction are derived from non-criminal origin; and, are good, clean and cleared. The
origins of funds are in compliance with Anti-Money-Laundering Policies as set forth by the
Financial Action task Force (FATF) 6/01.
It is further certified that the foregoing resolutions have never been modified or
amended and are now in full force and effect and that the above named Director of
the Company has been duly elected and appointed to hold office, is presently
holding office, and is empowered to act for and on behalf of the Company, and that
this fax or photocopy of the BOARD RESOLUTION shall be of equal value to the
original and shall be accepted as such by everyone, for all purposes, everywhere.
There being no further business to come before the meeting, upon the motion duly
made, seconded and unanimously carried, the Meeting was adjourned.
Place: _____________________
Date: _____________________
IN WITNESS WHEREOF, I have hereunto set my hand and seal of the Company in
certification of the above resolutions and provisions on this _____day of _______,
2008.
…………………………………………
CEO/PRESIDENT
Name :
Passport No. :
Passport Issue Date :
Passport Issue Country :
Company Seal
…………………………………………
SECRETARY/FINANCE MANAGER
Name :
Passport No. :
Passport Issue Date :
Passport Issue Country :
WHEREAS the undersigned wish to enter into this Agreement to define certain
parameters of the future legal obligations, are bound by a duty of Confidentiality
with respect to their sources and contacts. This duty is in accordance with the
International Chamber of Commerce.
The parties will not in any manner solicit, nor accept any business in any manner
from sources or their affiliates, which sources were made available through this
agreement, without the express permission of the party who made available the
source and,
The parties will maintain complete confidentiality regarding each other business
sources and/or their Affiliates and will disclose such business sources only to the
named parties pursuant to the express written permission of this party who made
available the source, and,
That they will not in any of the transactions the parties are desirous of entering into
and do, to the best of their abilities assure the other that the transaction codes
established will not be affected.
That they will not disclose names, addresses, e-mail address, telephone and tele-fax
or telex numbers to any contacts by either party to third parties and that they each
recognize such contracts as the exclusive property of the respective parties and
they will not enter into any direct negotiations or transactions with such contracts
revealed by the other party and
That they further undertake not to enter into business transaction with banks,
investors, sources of funds or other bodies, the names of which have been provided
by one of the
Parties to this agreement, unless written permission has been obtained from the
other party (ies) to do so. For the sale of this agreement, it does not matter
whether information obtained from a natural or a legal person. The parties also
undertake not to make use of a third party to circumvent this clause.
This Agreement is valid for any and all transaction between the parties herein and
shall be governed by the enforceable law in All Commonwealth Countries, European
Union Countries, USA Courts, or under Swiss Law in Zurich, in the event of dispute,
the arbitration laws of states will apply.
The signing parties hereby accept such selected jurisdiction as the exclusive venue.
The duration of the Agreement shall perpetuate for seven (7) years from last date of
signing.
AGREEMENT TO TERMS
B All signatories hereto acknowledge that they have read the foregoing
Agreement and by their initials and signature that they have full and complete
authority to execute the document for and in the name of the party for which they
have given their signature.
BUYER:
REPRESENTED BY:
SELLER:
REPRESENTED BY:
SELLER:
COMPANY
COUNTRY OF REG.
ADDRESS
CITY
TELEPHONE +
TELEFAX +
EMAIL
REPRESENTED BY
SIGNATURE
PASSPORT NO:
ISSUING COUNTRY:
REGISTRATION COMPANY
SELLER'S BANKING DETAILS
BANK NAME:
ADDRESS:
ACCOUNT NUMBER:
SWIFT CODE:
ACCOUNT NAME:
TEL:
FAX:
BANK OFFICER:
ACCOUNT SIGNATORY
BUYER:
COMPANY
COUNTRY OF REG.
ADDRESS
CITY
TELEPHONE
TELEFAX
EMAIL
REPRESENTED BY
SIGNATURE
PASSPORT NO:
ISSUING COUNTRY:
REGISTRATION
COMPANY
BANK NAME:
ADDRESS:
ACCOUNT NUMBER:
SWIFT CODE:
ACCOUNT NAME:
TEL:
FAX:
BANK OFFICER:
ACCOUNT SIGNATORY
WHEREAS THE SELLER AND BUYER, EACH WITH FULL CORPORATE AUTHORITY,
CERTIFIES, REPRESENTS AND WARRANTS THAT EACH CAN FULLFILL THE
REQUIREMENTS OF THIS AGREEMENT AND RESPECTIVELY PROVIDE THE PRODUCTS
AND THE FUNDS REFERRED TO HEREIN, IN TIME AND UNDER THE TERMS AGREED
TO HEREINAFTER AND WHEREAS THE SELLER HEREBY AGREES AND MAKES AN
IRREVOCABLE FIRM CONTRACT TO DELIVER, AND WHEREAS THE BUYER HEREBY
AGREES AND MAKES AN IRREVOCABLE FIRM CONTRACT TO PURCHASE A FIVE
HUNDRED MILLION EURO (EURO 500,000,000) BANK GUARANTEE/S FROM
XXXXXXXX, AND; WHEREAS THE SELLER AND BUYER BOTH AGREE TO FINALIZE
______________________ ____________________
Buyer Signature Seller Signature
Date Date
Date :
I, (Name), (Title), the authorised signatory of (Company), hereby confirm with full Corporate
and legal responsibility, under PENALTY OF PERJURY of law, issue this Fee Protection
Agreement (Irrevocable Disbursement Instrument/Payment Order) to the herein Beneficiaries
for Consultant Services rendered in connection with the Sales & Purchase of Bank
Guarantees with the above reference codes.
Name of Bank :
Bank Address :
SWIFT Code :
Account Name :
Account Number :
Bank Officer/Title :
Bank Telephone No. :
Bank Fax Number :
Bank’s Name :
Bank Address :
Account Name :
Account Number :
Telephone No. :
Facsimile :
SWIFT Code :
:
Facsimile
SWIFT Code :
This Payment Order is valid upon commencement of the transaction, and shall remain valid
and enforceable for the full term of this transaction and shall apply to any and all renewals,
extensions, rollovers, additions, or any new Agreement between the Buyer and the Seller,
their shareholders and/or assigns. It is unconditional, assignable and divisible to
beneficiaries, heirs and assignees upon written notices to all parties concerned.
All parties agree neither to circumvent nor to attempt circumvent either for the transaction
of this current contract or in the future for a period of seven (7) years from the date of the
execution of this fee protection agreement. This document binds all parties, their
employees, associates, transferees and assignees or designees.
All faxed and/or e-mailed signatures shall be considered as original signatures for the
purpose of binding all parties to this agreement. This document may be signed and in any
number of counterparts all of which shall be taken together and shall constitute as being one
and the same instrument.
Any party may enter into this document and the agreement constituted thereby by signing
any counterpart any time, date or period mentioned in any provision of this document shall
only be amended by agreement in writing and signed off by all parties concerned.
Furthermore, we agree that any and all commissions due shall be paid to the beneficiary as
a result of any extension or rolls of the contract and that we shall effect all necessary
documentation with our bank without any undue delays to ensure such commissions and
paid within the terms of the agreement.
PARTIAL INVALIDITY:
The illegality, invalidity and non-enforceable provision of this document under the laws of
any jurisdiction shall not affect its illegality, validity or enforceability under the law of any
other jurisdiction or provision.
This document shall be governed and construed in accordance with current English and/or
I.C.C 500/600 signed between partners NCND laws.
ARBITRATION:
All parties agree to refer any disputes between the parties arising out of or in connection
with this agreement including any questions regarding its existence, validity or termination
to arbitration rules of the international arbitration centre (I.A.C). The appointed arbitrator
shall hold the proceedings in any country chosen by the parties and the rules of the IAC shall
apply.
This document is signed and accepted by parties named below as to be included in the main
contract.
………………………
(Signature)
Signatory Name :
Passport No. :
………………………
(Signature)
:
Signatory Name
Passport No. :
Seller Buyer
Company : Company :
Address : Address :
Tel Tel:
Fax Fax:
E-mail : E-mail:
Company : Company :
Address : Address :
E-mail : E-mail :
Date & Time : Saturday, January 17, 20098 Date & Time: Saturday, January 17, 20098
Passport No.
TO : PROVIDER
REF. : BANK INSTRUMENTS
DEAR SIRS:
I, < FULL NAME OF BUYER > , AS <TITLE> OF < NAME OF COMPANY> AND
AS AUTHORIZED SIGNATORY, DO HEREBY CONFIRM THAT I HAVE REQUESTED YOU
AND YOUR ORGANIZATION, SPECIFIC CONFIDENTIAL INFORMATION AND
DOCUMENTATION ON BEHALF OF MYSELF REGARDING TO BANK INSTRUMENTS, TO
SERVE ONLY FOR MY INTEREST, EDUCATION, AND NOT FOR FURTHER DISTRIBUTION.
FURTHER, I HEREBY DECLARE THAT YOU HAVE DISCLOSED THAT YOU ARE NOT
A LICENSED SECURITY TRADER, ATTORNEY, BANK OFFICER, CERTIFIED PUBLIC
ACCOUNTANT OR FINANCIAL PLANNER. ANY INFORMATION, WORK OR SERVICE
CONDUCTED HEREUNDER IS THAT OF A PRIVATE INDIVIDUAL AND THAT THIS IS A
BANK INSTRUMENT TRANSACTION THAT IS EXEMPT FROM THE SECURITIES ACT AND
NOT INTENDED FOR THE GENERAL PUBLIC BUT PRIVATE USE ONLY.
Name of Signatory :
Title :
Passport Number :
Country :
Date of Passport Issue :
DEAR SIRS:
4. THAT THE SAID US$. … . . , 000,000.00 (...... UNITED STATES DOLLARS) IS NOT
INVOLVED IN ANY BREACH OF LEGISLATIONS AGAINST MONEY LAUNDERING AND
TERRORIST FINANCING IN ACCORDANCE WITH ARTICLE TWO TO FIVE OF DUE
DILIGENCE CONVENTION, THE FEDERAL BANK COMMISSION CIRCULAR OF
DECEMBER 1991 CONCERNING THE PREVENTION OF MONEY LAUNDERING AND/OR
ARTICLE 305 OF THE SWISS CRIMINAL CODE, AND/OR THE THIRD EU DIRECTIVE ON
MONEY LAUNDERING AND TERRORIST FINANCING, AS WELL AS OTHER ENABLING
LEGISLATION IN THE PERFORMANCE OF THE ENVISAGED TRANSACTION.
BY: _______________________,
SIGNATORY’S FULL NAME:
TITLE:
NATIONALITY:
PASSPORT NUMBER (COUNTRY):
DATE OF ISSUANCE:
DATE OF EXPIRATION:
For the value received, we, the undersigned, …………., hereby issue our irrevocable,
unconditional, transferable, divisible, and without protest or notification, promise to pay
against this Bank Guarantee to the order of …………(Beneficiary) ……..,the bearer or holder
thereof, at maturity, the sum of EURO ……..(EURO …………million only) in the lawful
currency of The United States of America, upon presentation and surrender of this Bank
Guarantee at any of the counters of ………………….
Such payment shall be made without set-off and free and clear of any deductions, charges,
fees, or withholding of any nature presently or in the future imposed, levied, collected,
withheld or assessed by the Government of [Country of Issue] or any political subdivision or
authority and therein and thereof. This Bank Guarantee is divisible, assignable and
transferable without presentation of it to us and without the payment of any transfer fee or
charges.
This Bank Guarantee is governed by the Uniform Customs and Practice for Bank Guarantee
as set forth by The International chamber of Commerce, Uniform Rules for Demand
Guarantees, (ICC Publication No. 458).
This Bank Guarantee shall be governed by and shall be construed in accordance with the
laws of [Country of Issue]. This Bank Guarantee is an operative instrument.
For and on behalf of (name of the issuing Bank)
Bank Seal
SWIFT MESSAGE
TO :
ADDRESS :
SWIFT CODE :
ACCOUNT OFFICER :
TEL:
FAX:
ACCOUNT NAME :
ACCOUNT NUMBER :
FROM :
ADDRESS :
ACCOUNT NAME :
ACCOUNT NUMBER :
BANK OFFICER :
SWIFT CODE :
TEL NO. :
FAX NO. :
ACCOUNT SIGNATORY :
TRANSACTION :
WE, (BANK NAME), HEREBY CONFIRM WITH FULL BANKING RESPONSIBILITY TO ISSUE THE
MT103/23 PAY ORDER or ICBPO, AS REQUESTED BY OUR GOOD CLIENT
(_______________________) AMOUNTING EURO________ MILLION (EURO __________ MILLION
ONLY). PLEASE LET US HAVE THE PRE-ADVISE BY RETURN SWIFT.
THIS BANK READINESS SWIFT MESSAGE IS VALID FOR TWENTY (20) INTERNATIONAL
BANKING DAYS AND MAY BE VERIFIRD ON A BANK-TO-BANK BASIS.
ON BEHALF OF BANK
________________________