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T5
TERMS AND CONDITIONS
1. We shall repay you on demand the amount of the Loan
together with all interest thereon (at your applicable rate or
rates) and all costs, charges and expenses in connection
therewith. Subject to the aforesaid, interest shall be payable
by us monthly in advance or in arrears at your sole discretion.
Without prejudice to the foregoing, we shall repay you
forthwith on demand the Loan together with all interests, costs
charges and expenses in connection therewith should we fail
to tender the compliant documents for drawing of the Credit or
Purchase Order or if the relative documents presented by us
under the Credit or Purchase Order are dishonoured and/or
unpaid due to whatsoever reason. In case of partial shipment
or drawings under the Credit or the PO or the value of goods
at any time falling below the amount of the Loan, we shall
immediately notify you and repay the Loan to you without your
demanding it.
2.
We warrant and undertake:
(i) to produce and ship the goods to the buyer(s) in
accordance with the Credit or the PO (as the case may be)
and while the goods are in our possession, to keep the goods
concerned apart from all other goods and that the documents,
the goods and any proceeds thereof shall be held by us on
trust for you and be kept separate and distinct from any other
documents, goods or proceeds relating to or arising from any
other transaction and to obtain no loan from any other bank
on the same so long as we are indebted to you; that the
aforesaid goods shall also be a continuing security to you for
the payment on demand of all other moneys which are now or
shall at any time be due to you by us either alone or jointly
with any person or persons, whether on any account or for
money advanced or paid or in respect of bills, drafts, or notes
made, endorsed, accepted, paid or discounted, interest,
commission or other usual charges or otherwise in any
manner whatsoever, together with all costs and expenses;
Citibank is authorized at its option at any time and with or
without notice, to transfer to or register in the name of any of
its nominees all or part of such goods;
(ii) to keep the aforesaid goods insured at our expense for
their full value plus ten percent against all risks and to deliver
the policy or policies of such insurance duly endorsed or held
to your order as you may require and you shall at all times
have a lien on the same and the insurance proceeds until
repayment of the Loan and payment of all interests and other
moneys owing by us; and
(iii) that the Credit or the PO (as the case may be) are
genuine and valid documents, which have not been varied or
otherwise subject to any conditions which have not been
disclosed to you.
3.
In relation to any Credit, we undertake
(i) to place the Credit together with amendment(s) if any in
your custody and not accept any future amendment to or
cancellation of the Credit without your prior written consent;
and
(ii) to deliver to you all relevant documents in compliance
with the Credit for negotiation/payment as soon as available
and prior to the expiry date thereof. We hereby authorize you
to deduct from the proceeds of such negotiation/payment the
amount of the Loan plus all interests, costs, charges and
expenses connected therewith.
Version: December 2015
4.
In relation to any PO, we undertake
(i) to present the relevant documents to the buyer(s) for
payment upon shipment of goods under the PO;
(ii) to present our application with relevant documents to you
for your financing of the receivables under such PO after the
shipment; and
(iii) to apply the proceeds of the financing of the receivables
to repay the Loan plus all interests, costs, charges and
expenses connected therewith.
5. We shall inform you immediately if and when we receive
a letter of credit for the payment of the relevant PO
subsequent to our making this Application. We undertake to
present our application to you for a new loan based on the
relevant PO and the letter of credit and apply the proceeds of
such new loan to repay the Loan plus all interests, costs,
charges and expenses connected therewith.
6. We acknowledge and agree that the Loan is an
uncommitted credit facility repayable on demand. Any due
date or tenor that you may apply at your discretion to the
Loan, whether or not communicated to us, is for your
administration convenience only and will not affect our
obligation to repay the Loan to you on your demand. Unless
expressly waived by you, this provision will override any
conflicting provisions in other documentation relating to the
Loan.
7. We shall fully indemnify you and keep you indemnified
from and against all losses, claims, demands, liabilities,
damages or other consequences that may arise from or in
connection with your making the Loan or your doing anything
pursuant to the provisions thereof.
8. We acknowledge that Citibank and its affiliates offer a
wide range of financial services, including trade-processing
services on behalf of financial institutions and customers. The
services of Citibank and its affiliates are provided
internationally to a wide range of customers, some of whom
may be our counterparties or competitors. We acknowledge
and accept that Citibank and its affiliates may perform more
than one role in relation to the transaction under this
Application.
9. Citibank will treat information relating to us as
confidential, but (unless consent is prohibited by law) we
consent to the transfer and disclosure by Citibank of any
information relating to us to and between the branches,
subsidiaries, representative offices, affiliates and agents of
Citibank and third parties selected by any of them, wherever
situated, for confidential use (including in connection with the
provision under this Application and for data processing,
statistical and risk analysis purposes). Citibank and any
branch, subsidiary, representative office, affiliate, agent or
third party may transfer and disclose any such information as
required by any law, court, regulator and legal process.
10. We will accept the risks inherent in any mode of
communication of instructions agreed between us whether by
fax, telephone or other electronic messaging system,
including but not limited to the risk of miscommunication,
forgery, impersonation or fraud. You may rely and act on any
instruction or communication which in good faith you believe
to have been given by us or our authorized person(s). If
Organised under the laws of U.S.A. with limited liability
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T5
inconsistent, overlapping or unclear instructions are given,
you may at your discretion act on all, some or none of those
instructions. We will be responsible for any loss you may incur
in connection with any instruction or communication given
pursuant to this Application provided that you have acted in
good faith. We agree to the electronic recording of our
telephone calls with you which may be used as evidence by
you in any dispute between us. The telephone recordings are
your property.
11. We acknowledge and agree that some services,
operational and processing procedures relating to the
transactions/services hereunder may from time to time be
outsourced by Citibank to its regional or global processing
centers, branches, subsidiaries, representative offices,
affiliates, agents of Citibank and third parties selected by any
of them, wherever situated, and these service providers may
from time to time be given access to information and data
relating to the transactions/services hereunder for the purpose
of or in relation to the services and procedures they perform.
12. If we fail to make any payment to you when it becomes
due in accordance with the terms and conditions of this
Application, you may at any time and from time to time at your
discretion and without prior notice to us debit any of our
accounts with you or any of your wholly-owned subsidiaries
(wherever situated) in or towards settlement of such overdue
amounts.
13. Any provision of this Application which is prohibited or
unenforceable in any applicable jurisdiction shall be
ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions of the
Agreement.
14. This Application may be executed by fax and in any
number of counterparts, all of which taken together shall
constitute one and the same agreement.
15. We may not assign any of our rights or transfer any of our
obligations under this Application without your prior written
consent. You may at any time assign or transfer by novation
any of, or any interest in, your rights and/or obligations under
this Application to any person and you may disclose to any
person with whom you are proposing to enter, or have
entered into, any kind of assignment, transfer, participation or
other agreement in relation to this Application a copy of this
Application and any information which you have acquired
under or in connection with this Application.
16. We acknowledge that this Application is entered into for
private commercial purposes and we irrevocably waive, with
respect to ourselves and our revenue and assets, all immunity
on the grounds of sovereignty or similar grounds in respect of
our obligations hereunder which we may now have or later
acquire.
17. This Application constitutes the entire obligation of the
parties hereto and supersedes any previous expressions of
intent or understandings in respect of the subject matter of
this Application. In case of conflict between this Application
and the Advance Agreement/General Letter of Hypothecation/
Set Off or Citibank General Customer Agreement (as
applicable), the terms of this Application shall prevail.
18. This Application shall be governed and construed in all
accordance with Hong Kong law and we irrevocably submit to
the non-exclusive jurisdiction of the Hong Kong courts.
Nothing in this document or any other agreement, document
or instrument or arrangement, whether expressed or implied,
is intended to, or will, confer on any person any benefit or any
right to enforce any term which such person would not have
but for the Contracts (Rights of Third Parties) Ordinance
(Cap.623 of the Laws of Hong Kong).
Glossary:
Definition of the ‘Connected Parties”:
* “Connected Party” in relation to a company means:
(a) a Subsidiary of that company; or
(b) a Holding Company of that company; or
(c) any other Subsidiary of that Holding Company; or
(d) any other company directly or indirectly controlled by the Substantial Shareholder of that company.
“Holding Company” in relation to a company, means any other company in respect of which it is a Subsidiary.
“Substantial Shareholder” in relation to a company, means a person (a) who controls, directly or indirectly, the company; or (b)
beneficially own, directly or indirectly, 30% or more of the issued share capital of the company.
“Subsidiary” in relation to any company, means a company (a) which is controlled, directly or indirectly, by the first mentioned company
or corporation; or (b) more than half the issued share capital of which is beneficially owned, directly or indirectly by the first mentioned
company.
And for this purpose, a company shall be treated as being controlled by another if that other company is able to direct its affairs and/or
to control the composition of its board of directors or equivalent body.
Version: December 2015
Organised under the laws of U.S.A. with limited liability
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T5
PACKING LOAN APPLICATION
Date:
To: Citibank, N.A., Hong Kong Branch
(Please complete in English block letters)
We hereby request you to grant us a loan as mentioned below (hereinafter called "the Loan"), subject
to the terms and conditions of the Advance Agreement/General Letter of Hypothecation/Set-Off or
Citibank General Customer Agreement (as applicable) and the Letter of Credit (hereinafter called "the
Credit") or the Purchase Order (hereinafter called “PO”) described below. In consideration of your
granting the loan to us, we hereby irrevocably and unconditionally agree and undertake with you as per
the terms & conditions stated overleaf.
1. APPLICANT DETAILS
Name of Applicant
Contact Person
Telephone
2. LOAN AMOUNT AND PARTICULARS
Packing Loan Amount
(in figures)
Amount in Words
L/C or PO No.
L/C or PO Amount
Issuing Bank or Name of
Buyer
Goods Description
3. PROCEEDS DISPOSAL
Credit the proceeds of the Loan to our account with you under advice to us.
Account No.
Apply the proceeds of the Loan to repay the relevant loan booked under advice to us.
Your Reference No.
We declare that the applicant / buyer of the transaction
as indicated in this Application is NOT a Connected
Party unless otherwise marked below:
It is expressly agreed that this application shall be subject
in all respects to the terms and conditions attached hereto.
Connected Party: Yes
For definition of the ‘Connected Parties’, please refer the
“Glossary” of the back page.
Version: December 2015
x_____________________________________
Applicant Signature(s)
(Please use signature(s)/chop(s) filed with Citibank)
Organised under the laws of U.S.A. with limited liability
S.V.
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