jƒªàdgل á«béøjg Fance Agreement NPP 02/2018 sc.com/ae
This agent appotment ( Appotment Letter ) is made on between: 1. Appotment (" "); hereby appots Standard Chartered Bank, a company licensed to operate as a commercial bank UAE, havg its registered office UAE at P.O. Box 999, Dubai, UAE toger with its permitted successors and/or assigns ( Bank ), as its agent, details which are mentioned below. Metal Details Metal Type: Metal Quantity: Spot Price: AED _ ( Dirhams) s Signature _ Account Details Account Number: _ Branch: _ 2. Recitals 2.1 is desirous appotg Bank as its agent to hold and to sell certa metal commodities on its behalf. 2.2 Bank has agreed to be s agent, subject to terms and conditions set out this Appotment Letter. 3. Defitions 3.1 "Metal" means as defined under Metal Details above; and 3.2 "Spot Price" as dicated under Metal Details means an all-clusive sellg price UAE Dirhams, or its equivalent any or relevant currency (" Spot Price"), for delivery Metal on a spot basis agast full and immediate payment. 4. Appotment 4.1 Subject to C l i e n t enterg to an agreement purchasg Metal, hereby irrevocably appots Bank to act as its exclusive agent to: 4.1.1 take possession (physical or constructive) Metal and to store it on s behalf a bulk quantity at Bank s common location for usually storg metal commodities; 4.1.2 sell Metal to any third party at Spot Price; 4.1.3 receive payment Spot Price on behalf ; and 4.1.4 to deliver possession and title and to Metal to a purchaser Metal. 4.2 Bank shall at all times act as an undisclosed agent and it shall not disclose that it is actg as an agent and this regard, Bank shall, amongst or duties: 4.2.1 be authorised to sign and execute all documents and do all acts and observe and perform all obligations required to be done connection with this Appotment Letter, or imposed under any agreement sale Metal to a third party; and 4.2.2 be required to do all admistration regardg holdg and sellg Metal as well as surance re. 4.3 Bank shall not be under a duty to disclose and/or provide any documents to relation to its duties terms this Appotment Letter. 4.4 Bank may sell Metal to any third party (not cludg party from whom Metal was purchased by ). 4.5 appotment Bank terms this Appotment Letter shall be limited to a sgle transaction, terms which Metal shall be sold its entirety a once-off transaction (and not part) and, once Bank has fulfilled this mandate, it s mandate terms here shall cease. 4.6 appotment Bank shall not create or be deemed to create a partnership or a jot venture between parties, nor shall it establish a relationship prcipal or agent any or relationship between Parties.
5. Proceeds Sale Metal 5.1 Bank shall sell Metal and obta immediate payment Spot Price free from any set-off, deduction, withholdg or counterclaim immediately available and freely transferable funds for good value on due date re. 5.2 proceeds any sale Metal due to shall be paid by Bank to s account as per details under Account Details, once Bank has finally received confirmation receipt payment from purchaser Metal. 5.3 In event Bank obtag payment Spot Price a currency or than Dirham, Bank shall exchange it to Dirham at prevailg market exchange rate quoted by Bank s treasury division for purchasg Dirhams with Spot Price currency and any currency loss or ga this regard shall be for account. 6. Warranties, Representations and Indemnity 6.1 Metal shall be received and sold its present state and condition with no warranty or representation whatsoever connection with Metal to any third party and/or purchaser re. 6.2 Bank shall be demnified from and agast all actions, claims, proceedgs, direct actual costs, liabilities and/or expenses whatsoever and howsoever arisg as a consequence it actg as s undisclosed agent and such costs, liabilities and/or expenses shall be immediately paid by upon Bank s demand. 6.3 Bank shall not be liable to remunerate or reimburse for any sum or have any or obligation arisg by reason agency relationship mandated hereby. 7. General 7.1 address stated clause 1 above shall be address for service all correspondence, notices and legal process this matter. parties may change notice address to anor physical address provided that change shall become effective on 7th (seventh) busess day (i.e. a day when Bank is generally open for busess UAE) from date receipt notice by or party. 7.2 No amendment or variation, addition to, deletion from or consensual cancellation this Appotment Letter or any provision or term re and no extension time, waiver or relaxation any provision or terms this Appotment Letter shall bd eir party unless recorded a written document signed by both parties. 7.3 If, at any time, any provision here is or becomes illegal, valid or unenforceable any respect under law any jurisdiction, neir legality, validity or enforceability remag provisions here nor legality, validity or enforceability such provision under law any or jurisdiction shall any way be affected or impaired reby. 7.4 No amendment or variation, addition to, deletion from or consensual cancellation this Appotment Letter or any provision or term re and no extension time, waiver or relaxation any provision or terms this Appotment Letter shall bd eir party unless recorded a written document signed by both parties. 7.5 This Appotment Letter is not tended to create any rights or remedies capable enforcement by third parties. 7.6 This Appotment Letter is to be terpreted accordance with laws UAE and subject to jurisdiction non-exclusive jurisdiction Courts Dubai. SIGNED at on aforementioned date. For and on behalf Name: Position: Verification signature/s : Verification signature/s
Date: Standard Chartered Bank P.O. Box 999 Dubai United Arab Emirates Dear Sir/ Madam, Offer Letter I/we hereby irrevocably fer to purchase metal from ownership Standard Chartered Bank, toger with its permitted successors and/or assigns ( Bank ), for a purchase price ( Purchase Price ) as per followg details: Metal type: ; and Quantity:. Purchase Price AED ( Dirhams) Number Equal Monthly Instalments Amount Equal Monthly Instalments each Commencement date Equal Monthly Instalments, 20 ( Metal ) s Initials I/we irrevocably fer to pay Purchase Price to Bank Equal Monthly Instalments ( Instalments ) as per above details, commencg on date dicated above and each successive month reafter ( Payment Period ). By acceptance by Bank fer contaed here, by means a welcome letter or any or means acceptance conveyed to me/us ( Acceptance ), it shall constitute a valid purchase and sale agreement respect Metal ( "Agreement") between myself/ourselves and Bank. Bank s standard terms and conditions relatg to purchase metal products on deferred payment terms, annexed hereto and itialled for purposes identification ( Terms and Conditions ) apply unconditionally respect this fer and it shall form an tegral part Agreement. Yours faithfully, Signature/s / Jot s Full Names: _ Position*: Address: Verification signature/s : *For corporate entities TERMS AND CONDITIONS (relatg to purchase metal products on deferred payment terms) In consideration Standard Chartered Bank, toger with its successors and assigns ( Bank ) grantg to me/us deferred payment terms on Purchase Price Metal purchased from Bank, as is evident from Offer and Acceptance to which se Terms and Conditions are annexed, I/we agree to be bound by followg terms and conditions: For purposes se Terms and Conditions: Acceptance means an Acceptance Letter or any or means valid acceptance Offer by Bank; Agreement means Offer, Acceptance and se Terms and Conditions; Assignment means assignment s end service benefits with any Employer terms clause 16 below; Busess Day means a day on which Bank is generally open for busess to retail clients United Arab Emirates; means person/s signg attached Offer.
Employer means each employer durg Payment Period, whose particulars shall be supplied by to Bank from time to time; Group Member means any entity, cludg Standard Chartered Plc that is owned directly or directly, wher whole or part, by Standard Chartered Plc; Instalments means stalment amounts as referred to Acceptance. Offer means attached Offer by to purchase Metal on deferred payment terms. Payment Dates means date or dates for payment Instalments as referred to Acceptance. (Capitalised terms Offer and Acceptance shall have same meang here.) 1. effective date sale Metal from Bank to shall be date Bank stated Acceptance. 2. 2. Metal shall be delivered to by constructive means that Metal shall be delivered to client by constructive means that Bank (or its agent) shall stop holdg Metal as owner and hold it, or Bank (or its Agent) shall stop holdg Metal as owner and hold it, or be structed to hold it ( case an agent), on behalf. be structed to hold if ( case an agent), on behalf client. Notwithstandg anythg contaed this Clause 2, parties agree that Bank (or its agent) shall hold Metal on s behalf with a bulk also be entitled physical Metal provideddealt that atshall quantity a common locationto and it shalldelivery not be traded or orwise makes a written to Bank time execution with until structsrequest Bank to do so at (eir specifically or this acknowledges that all costs associated with formagreement. a general agency mandate). physical delivery Metal (cludg but not limited to delivery costs, storage costs costs)byshall be borne means by. Metal shalland be surance/takaful delivered to client constructive that customer that any additional requirements and holdtoit, be or Bank (or itsfurr Agent)acknowledges shall stop holdg Metal as owner fulfilled for physical Metal s preferred be structed to hold ifdelivery ( case an to agent), on behalf location client. will be undertakenanythg directly contaed and solely bythis Clause. 2, parties agree that Notwithstandg shall also be entitled to physical delivery Metal provided that a written to Metal Bank at time with execution Bank makes (or its agent) shallrequest hold on s behalf a bulk this Agreement. acknowledges that costsorassociated with quantity at a common location and it shall not be all traded orwise dealt physical structs Metal (cludg not(eir limited to delivery with until delivery Bank to but do so specifically or costs, storage andagency surance/takaful form acosts general mandate). costs) shall be borne by. customer furr acknowledges that any additional requirements to be fulfilled for physical delivery Metal to s location Metal shall be purchased on as-is-where-is basis preferred its present state will undertaken andhas solely shall. andbe condition and directly Bank notby and not be deemed to give or 3. 4. 3. 4. 5. 5. 6. 6. 7. 7. make any warranty or representation whatsoever relation to Metal. Metal shall be purchased on as-is-where-is basis its present state and condition and Bank has not and shall not be deemed to give or shall beorirrevocably andwhatsoever unconditionally obliged to Metal. pay make any warranty representation relation to Purchase Price by means Instalments on Payment Dates from date Acceptance onwards. and unconditionally obliged to pay shall be irrevocably Purchase Price by means Instalments on Payment Dates from date Acceptance onwards. Purchase Price is accepted as valid and fair consideration for Metal, irrespective spot price for Metal on actual date sale Purchase Price is accepted as valid and fair consideration for Metal, Metal. irrespective spot price for Metal on actual date sale Metal. In case any amount beg due on a day or than a Busess Day, such amount shall be due on immediately precedg Busess Day. In case any amount beg due on a day or than a Busess Day, such amount shall be due on immediately precedg Busess Day. 8. All payments to be made by terms Agreement shall be andbe or counterclaim withholdg set-off, free from 9. made All payments to any be made bydeduction, terms Agreement shall value on each funds fororgood transferable and freely available immediately made free from any set-off, deduction, withholdg counterclaim and Dates. and freely transferable funds for good value on each Paymentavailable immediately Payment Dates. 9. Bank shall be authorised to debit s account number stated 10. Bank shall be to debit s account number stated Acceptance atauthorised Bank with amounts equal to Instalments due on at amounts equal to Instalments due on Acceptance Payment Dates, or Bank ( with event sufficient funds such account ) Payment ( event sufficient funds such account anydates, or or account held at Bank that has a credit ) balance at any or time. account held at Bank that has a credit balance at time. 8. 10. 11. Bank Bank shall shall also also be be entitled entitled to to block block and/or and/or recover recover any any Instalment Instalment and/or s salary salary is is deposited deposited with with and/or payments payments due due on on date date when when s Bank, regardless wher such date is a Payment Date terms Bank, regardless wher such date is a Payment Date terms Agreement. Agreement. In In stances stances where where receives receives an an advance advance salary salary payments more than than one one month s month s salary, payments for for a a period period representg representg more salary, Bank Bank shall shall be be authorised, authorised, and and itit reserves reserves right, right, to to recover recover Instalments Instalments advance advance that that are are equal equal to to respective respective number number months months that that has has received received advanced advanced salary salary payments. payments. 11. 12. In addition, may at any time be requested to issue cheques or promissory notes respect any or all Instalments due above regard. In event any cheques or promissory notes lackg date and/or amount payable, for whatsoever reason or cause arisg, Bank shall be authorised (without any obligation to give prior notice) to complete such cheques or promissory notes on s behalf, to reflect any amount owg by to Bank at any relevant time and Bank shall be authorised to present such cheques or promissory notes at any stage that it regards as necessary for dog so.
13. Where any amount is required to be paid by on a specified date 12. and is not paid on that date, or any amount is payable by with a specified period after receipt a demand from Bank and is not paid by it with specified period after receipt demand hereby irrevocably undertakes to pay late payment admistrative charges accordance with effective service and price guide as amended from time to time. This payment will allow i) Bank to deduct its estimated direct expenses related to late payment and ii) to donate on s behalf balance to a charity approved by Bank s Shariah Supervisory Committee. For avoidance doubt, amounts payable as aforesaid shall not prejudice right Bank to recover any or compensation for such default which may be payable to Bank under law. 13. 14. Bank may ( its sole discretion) declare all amounts outstandg connection son with this Agreement as immediately due and payable if a. fails to pay any Instalment on any Payment Dates; or b. breaches or repudiates any terms any agreement or facility place between Bank and at time; or c. it becomes apparent that has supplied any facts or documentation to Bank pertag to Agreement that is false and/or that misrepresents any facts contaed re; or d. it is unlawful or impossible for to perform or comply with any or all his/her obligations hereunder; or e. any obligation hereunder ceases to be legal, valid and bdg or f. commits any act that (without concerng merits) is sufficient cause to brg bankruptcy proceedgs agast ; or g. a material adverse change has occurred or is likely to occur relation to s financial position or busess, which is likely ( Bank s sole opion) to adversely affect willgness or ability to comply with his obligations under Agreement; or h. is liquidated, placed under receivership (or anythg substantially similar), or is declared bankrupt or sane or he/ she dies or i. changes employment which has, opion Bank, a material adverse effect on s ability to perform ir obligations under Agreement. 14. 15. In event acceleration payment under clause 13 above, Bank shall be allowed (without prejudice to any or rights it may have) to set off any obligation owed by connection with Agreement agast any obligation (wher or not due and payable at time, or held sgly or jotly) owed by Bank to, regardless place payment, bookg branch or currency eir obligation. If any such obligation is unliquidated or unascertaed, Bank may cause set-off to take place an amount estimated by it good faith to be value that obligation. If obligations are different currencies, Bank may convert, for purpose set-off, eir obligation at a market rate exchange quoted by Bank s treasury division. 15. 16. Bank s statements and records account shall, absence manifest error, be bdg on and constitute conclusive evidence amounts due and owg connection with Agreement for all relevant purposes, clusive legal proceedgs. 16. 17., by way contug security for all its debtedness connection with this Agreement, hereby unconditionally and irrevocably assigns to Bank all end service benefits accrug and payable to pursuant to s employment contract/s with Employers. 17. 18. shall observe, perform and discharge each and all its obligations and do all acts and thgs necessary or desirable to complete Assignment and cause monies reby assigned to become payable directly to Bank (irrespective wher is default or not) and shall immediately give notice to, and obta consent, Employer respect Assignment, which notice and consent shall be a format acceptable to Bank. 18. 19. warrants and irrevocably undertakes favour Bank that it shall not at any stage give any contrary structions to Employer concerng Assignment or any payments to be made reunder. 19. 20. warrants that subject matter Assignment is not subject to any prior assignment and is free from all or charges and encumbrances whatsoever and that he/it shall not create or permit to be created any or charge or encumbrance whatsoever respect re. 20. 21. hereby consents that Bank (and/or any its officers or employees) may obta and/or disclose for any purpose any formation relatg to his/ its busess, accounts held with Bank or anor Group Member, relationships with Bank or anor Group Member to any followg: a. any branch Bank or anor Group Member; b. any agent, contractor or third party service provider or any pressional adviser Bank or anor Group Member; c. any guarantor or third party security provider; d. any credit agency, regulatory, supervisory, governmental authority with jurisdiction over Bank or anor Group Member; e. any actual or potential participant or sub-participant, or assignee,
novatee or transferee any Bank's rights and/or obligations relation to him/her; f. any person to whom Bank is required or authorised by law or court order to make such disclosure; g. any person who is under a duty confidentiality to Bank; or h. any bank or financial stitution with which has, or tends to have dealgs with, regardless wher recipient each case is located with United Arab Emirates or anor country, and regardless wher such formation will, followg disclosure, be held, processed, used or disclosed by such recipient United Arab Emirates or anor country. 21. 22. In event that is more than one person, n each such person is jotly and severally liable for all amounts outstandg connection with this Agreement. 22. 23. If at any time, any provision here becomes illegal, valid or unenforceable any respect, legality, validity or enforceability remag provisions shall not be affected or impaired reby. 23. 24. Any notice made by Bank respect Agreement shall be writg and made at address given by at foot dividual account mandate signed by and shall be deemed to have been served on on date postg. 24. 25. No amendment or variation, addition to, deletion from or consensual cancellation this Agreement or any provision or term re and no extension time, waiver or relaxation any provision or terms this Agreement shall bd eir party unless recorded a written document signed by both parties. 25. 26. may not transfer and/or assign its rights and obligations under agreement to any third party without written consent Bank. Bank may cause any such transfer and/or assignment to a Group Member. 26. 27. This Agreement is not tended to create any rights or remedies capable enforcement by third parties. 27. 28. Agreement is not an LME registered client contract. 28. 29. se Terms and Conditions shall be governed by and construed accordance with civil laws Emirate which branch Bank concludg Agreement is located and applicable Federal Law U.A.E., and hereby irrevocably submits to non-exclusive jurisdiction Court such Emirate (which for avoidance doubt, shall exclude courts Dubai International Fancial Centre). Such submission shall not, however, prejudice right Bank to brg proceedgs agast any or jurisdiction. 29. 30. In any legal action or proceedgs between Bank and arisg out or connection with this Agreement, no party shall claim or plead any entitlement to terest on any judgment debt except any compensation for delayed payments that may be payable under law relatg to recovery finances by Bank. DECLARATION I/we have read and fully understand above Terms and Conditions (cludg Assignment mentioned re) and ir application to any facility granted to me/us by Bank. I/we confirm havg taken a copy above Terms and Conditions. I/we hereby warrant that no bankruptcy proceedgs have been commenced agast me/us, that all formation furnished by me/us connection with this Agreement is true, complete and accurate all respects and that I/we have not wilfully withheld any material fact. I/we acknowledge that deferred payment terms requested by me/us Offer will be made available to me/us at absolute discretion Bank. /Jot Signature/s / Jots s Name: Date: Verification signature/s: