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ESCRITO ACLARATORIO SOBRE EL DOCUMENTO
DOA EXHIBIDO
Por medio del presente, se hace constar que el documento presentado corresponde
únicamente a un ejemplo de DOA (Deed of Agreement) utilizado entre
el proveedor y el beneficiario en operaciones de carácter privado.
Novadrastia Import no es parte firmante de dicho DOA, ni asume obligación
alguna derivada del mismo. Su exhibición responde exclusivamente
a un requerimiento de transparencia, con el único fin de ilustrar
el tipo de documentación que se intercambia entre las partes directamente
involucradas en la operación.
Este modelo no tiene validez contractual, no puede utilizarse para formalizar
acuerdos, no genera derechos ni obligaciones y su valor es estrictamente
informativo. Su contenido puede cambiar si aviso previo.
Cualquier documento operativo, vinculante o susceptible de generar compromisos
deberá ser emitido y firmado directamente por las partes competentes
en cada operación concreta.
DEED OF AGREEMENT
DXX-158-965
DATE: XX/XX/20XX
1. Parties and Instrument
This Letter of Deed of Agreement (hereinafter referred to as the "Agreement") is executed without prejudice or conflict of interest, duly understood and signed by both Parties described below, acting at their own accord.
Client / Instrument
| Client Name |
| Company |
| Type of Instrument |
| Face Value |
PARTNER 1 – Information
(Hereinafter referred to as "PARTNER 1", on the one side)
| Company Name |
| Company Address |
| Represented by |
| Title |
| Company Reg. No |
| Country |
| Passport No |
| Nationality |
PARTNER 2 – Information
(Hereinafter referred to as "PARTNER 2", on the other side)
| Company Name |
| Company Address |
| Represented by |
| Title |
| Company Reg. No |
| Country |
| Passport No |
| Nationality |
| Telephone Number |
2. Recitals
WHEREAS, PARTNER 2 desires to receive a Bank Guarantee (BG) / Standby Letter of Credit (SBLC) of 000.000.000,00 EUROS (€) (XXXXXX MILLION EUROS) with the help of PARTNER 1. PARTNER 2 confirms with full corporate and legal responsibility that the funds are available and ready to meet the requirements for the assignment of this instrument and further confirms that it will cooperate with PARTNER 1.
WHEREAS, PARTNER 1 is able to organize the supply, transfer and assign all rights, title and interest of the STANDBY LETTER OF CREDIT (SBLC) / BANK GUARANTEE (BG) available to the Beneficiary of PARTNER 2, and represents and warrants that it has the ability and resources to arrange, through associates, contacts and sources, with full corporate responsibility, financial instruments per the terms of assignment.
PROVIDER hereby declares under penalty of perjury that the BG will be backed by funds that are good, clean, clear, and free of non-criminal origin, and that the BG will be free and clear of all liens, encumbrances and third-party interests.
3. Description of Bank Instrument
| # | Item | Description |
|---|---|---|
| 1 | INSTRUMENT | BANK GUARANTEE / STANDBY LETTER OF CREDIT |
| 2 | CURRENCY | EUROS (€) |
| 3 | AMOUNT | 000.000.000,00 (FORTY MILLION EUROS (€)) |
| 4 | ISSUING BANK | BARCLAYS BANK PLC, LONDON · HSBC PLC, LONDON · DEUTSCHE BANK FRANKFURT · ROYAL BANK OF SCOTLAND, EDINBURGH |
| 5 | BENEFICIARY | |
| 6 | TERM | THREE YEARS AND ONE DAY |
| 7 | PRICE | TEN PERCENT PLUS TWO PERCENT (X% + X%) OF FACE VALUE |
| 8 | PAYMENT | MT103 |
| 9 | DELIVERY | MT799 AND MT760. HARD COPY VIA BONDED BANK COURIER WITHIN SEVEN (7) INTERNATIONAL BANKING DAYS AFTER PAYMENT |
| 10 | PERIOD OF ASSIGNMENTS | CAN BE EXTENDED TO TEN (10) YEARS |
4. Transaction Procedure
-
Partner-1 and Partner-2 execute, sign and initial this Deed of Agreement, which thereby automatically becomes a full commercial recourse contract.
-
Within five (5) banking days after both Parties sign this Agreement, the Beneficiary’s bank must deliver to Partner-1’s bank a PGU (Payment Guarantee Undertaking – “EXHIBIT C”) for EUR XX,000,000.00 (xxxxxxxx million Euro), representing fourteen percent (14%) of the face value of the SBLC/BG, via SWIFT MT799. This PGU is required for the insurance and blocking of funds and for the delivery of the SBLC/BG via SWIFT MT760.
-
Within five to seven (5–7) banking days after confirmation of receipt of the PGU for EUR 14,000,000.00 by the bank of Partner-1, the issuing bank will send the SBLC/BG to the Beneficiary’s bank via SWIFT MT760 (“EXHIBIT B”).
-
Within five to seven (5–7) banking days after confirmation of receipt and verification of the SWIFT MT760 by the Beneficiary’s bank, the Beneficiary (Partner-2) must transfer EUR XX,000,000.00 (xxxxxx million Euro) in favor of Partner-1, in accordance with the PGU referred to in point 2 of this Procedure.
-
Within seven (7) banking days after receipt of the agreed payment by Partner-1, the issuing bank, at the request of the Beneficiary’s bank, shall send the hard copy of the BG to the Beneficiary’s bank by bonded courier.
-
The Parties agree that, if Partner-2 fails to make payment to Partner-1 of the charges of fourteen percent (14%) within fifteen (15) banking days of confirmation of SWIFT MT760 in the Beneficiary’s bank account, Partner-1 will instruct the issuing bank to put a claim on the BG, thereby forcing Partner-2’s bankers to return the BG MT760 to the issuing bank.
-
For the prolongation of the Bank Guarantee for the next period, Partner-2 and the Beneficiary are obliged to submit an application for extension thirty (30) days prior to the expiry of the validity of the Bank Guarantee. The cost for every year of prolongation is equal to two percent (2%) of the face value of the Guarantee.
-
All the terms, conditions and verbiage of this contract must be agreed and ratified in the meeting for signature and notarization.
5. Non-Solicitation
PARTNER 2 confirms and declares that PARTNER 1, its associates or representatives, or any person on its behalf, has never solicited PARTNER 2, its shareholders or associates in any way that can be construed as a solicitation for this transaction or for future transactions.
6. Force Majeure
Any delay in or failure of performance by either party of their respective obligations under this Agreement shall not constitute a breach if caused by events beyond the control of such party, including lawful order of government, acts of war, rebellion, sabotage, fire, flood, earthquake or other natural disasters, or any other cause not within the control of such party or which the party cannot reasonably foresee, prevent or remedy.
7. Arbitration
All disputes arising between the parties touching on this Agreement shall be settled via arbitration in accordance with the arbitration laws of the ICC. This Agreement contains the entire agreement and supersedes all prior negotiations, written or oral. It may only be altered by a written instrument signed by both parties. This Agreement will be governed by and construed in accordance with the laws of the United Kingdom. In the event of legal action, the prevailing party shall be entitled to recover reasonable attorney fees and costs. In case of differences, the English version of this Agreement shall prevail.
8. Parties’ Identification
| PARTNER 1 | |
|---|---|
| Name | |
| Passport # | |
| Date of Issue | |
| Date of Expiry | |
| PARTNER 2 | |
|---|---|
| Name | |
| Passport # | |
| Date of Issue | |
| Date of Expiry | |
9. Banking Coordinates
PARTNER 1 – Bank Coordinates to Issue the Instrument
| Bank Name | |
| Bank Address | |
| Account Holder | |
| IBAN Number | |
| SWIFT Code |
PARTNER 1 – Bank Coordinates to Receive Bank Charges
| Bank Name |
| Bank Branch Address |
| Account Holder |
| Bank Officer |
| Phone / Mail Officer |
| SWIFT Code |
| Account Number |
PROVIDER reserves the right to use any bank account to receive bank charges or leasing fee (internal bank regulations and procedure).
PARTNER 2 – Bank Coordinates to Receive the Instrument
| Bank Name |
| Bank Address |
| Bank Officer |
| Tel / E-mail |
| SWIFT Code |
| Account Holder |
| Account Number |
| Signatory Name |
PARTNER 2 – Bank Coordinates to Pay Charges
| Bank Name | |
| Bank Address | |
| Bank Officer | |
| Tel / E-mail | |
| SWIFT Code | |
| Account Holder | |
| Account Number | |
| Signatory Name | |
| Required Message | ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN, AND ARE IMMEDIATELY PAYABLE IN CASH” |
10. Exhibits (Summary)
EXHIBIT A: Sample SWIFT MT799 from issuing bank (XXXXXXXX, XXXXXXXX) to receiver bank (XXXXXXXXXXXXX) confirming readiness to issue BG/SBLC of EUR X0.000.000,00 via MT760.
EXHIBIT C: Payment Guarantee Undertaking (PGU) SWIFT MT799 from XXXXXXXXX to XXXXXXXXX confirming readiness to receive BG via MT760 and to pay EUR X.X00.000,00 to XXXXXXXXXXXXXX after receipt and authentication of BG.
EXHIBIT D: Payment Confirmation Letter (PCL) from XXXXXXXXXXXXXXXX / XXXXXXXXXXXXXX SL confirming commitment to transfer EUR X.X00.000,00 to XXXXXXXXXX within 7 banking days after delivery of BG via MT760.
11. Signatures
Name:
Passport#:
Date of Issue:
Date of Expiry:
Name:
Passport#:
Date of Issue:
Date of Expiry:
This web version is a structured representation of DEED OF AGREEMENT DXX-158-965 for informational and presentational purposes.