Terms and Indemnity for Guarantee
By requesting Lloyds Bank to issue, or to arrange for its correspondent to issue the guarantee, indemnity, bond or other undertaking ("the Undertaking") detailed in this application, you irrevocably jointly and severally hereby agree:
- to indemnify Lloyds Bank against all demands, claims, liabilities, costs and expenses which may be brought against it, or which it may suffer or incur, arising under or in connection with the Undertaking, or any increase or decrease in the amount of it and/or any amendment or extension to it, in each case in accordance with the terms of the Undertaking or at your request or with your consent.
- that Lloyds Bank and/or Lloyds Bank's correspondent may pay any demand(s) under or in connection with the Undertaking:
2.1 immediately upon first demand being made; and
2.2 without your agreement and without contacting you, and notwithstanding that you may dispute the validity of such demand; and
2.3 without requiring any proof that the amount(s) demanded is/are properly due.
- to pay on demand any sums payable, or appearing to Lloyds Bank to be payable, by you under this indemnity and that Lloyds Bank may debit any account(s) in your name(s) with any such sums.
- that any payment Lloyds Bank and/or its correspondent make under or in connection with the Undertaking shall be binding upon you.
- that you shall remain liable under this indemnity notwithstanding that the Undertaking may be or become wholly or partly invalid, illegal or unenforceable.
- that, in the case of an Undertaking issued by Lloyds Bank, Lloyds Bank may pay any demand(s) unless expressly and in its view unambiguously provided otherwise:
6.1 without verifying the authenticity or authority of any signature(s) appearing on such demand and/or any accompanying document(s); and
6.2 whether received by facsimile or telex transmission or any other means; and
6.3 without ascertaining or enquiring as to whether or not any conditions of the Undertaking which are not required specifically to be reflected or referred to in the content of the demand or any accompanying document(s) have been met; and
6.4 without ascertaining or enquiring as to whether or not any pre-condition(s) of liability under the Undertaking has/have been met so that such liability shall be treated as having commenced on the date of issue of the Undertaking; and
6.5 without considering whether Lloyds Bank's liability has been reduced or terminated unless it has received evidence satisfactory to it or is otherwise satisfied that its liability has been reduced or terminated.
- that in the case of an Undertaking issued by Lloyds Bank's correspondent:
7.1 Lloyds Bank's counter-guarantee (however described) in favour of the correspondent bank shall be in the terms required by that correspondent bank and shall be subject to the appropriate law, jurisdiction, usage and custom for that correspondent bank.
7.2 Lloyds Bank's liability to its correspondent in respect of such Undertaking shall be determined by the terms of its counter-guarantee in its correspondent's favour and that your liability under this indemnity shall continue until such time as and to the extent that Lloyds Bank has received an authenticated release of liability from its correspondent; and
7.3 unless otherwise provided by Lloyds Bank's counter-guarantee its liability shall be treated as having commenced on the date of issue of its counter-guarantee; and
7.4 Lloyds Bank may pay immediately on first demand any amount(s) demanded by its correspondent under Lloyds Bank's counter-guarantee.
- that Lloyds Bank has no liability or responsibility to you if the instructions transmitted by Lloyds Bank to its correspondent are not carried out, even if Lloyds Bank has taken the initiative in the choice of correspondent.
- that neither Lloyds Bank nor its correspondent shall have any liability or responsibility for any delay, loss in transit or error in translation or transmission of messages sent or received in connection with the Undertaking, including the Undertaking itself.
- that this indemnity shall be governed by English law and that you will submit to the jurisdiction of the courts of England (though without prejudice to Lloyds Bank's right to pursue action at its sole discretion in any other jurisdiction) but you acknowledge that the Undertaking or Lloyds Bank's counter-guarantee in respect of an Undertaking issued by its correspondent may be governed by the law of a country other than England.
Notwithstanding anything to the contrary in these terms and conditions a customer of Lloyds Bank plc shall be (and shall be deemed to be) entering into a contract with Lloyds Bank plc and a customer of Lloyds Bank International Limited shall be (and shall be deemed to be) entering into a contract with Lloyds Bank International Limited and all references in these terms and conditions to the "Bank", "us", "we", "Lloyds", "Lloyds Bank" and "Lloyds Bank plc" shall be construed accordingly to give full effect to this clause.