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 its 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.
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.
- Choice of Law
11.1 Subject to clauses 11.2 and 11.3 below, unless otherwise expressly agreed by the parties in writing, these terms and conditions and all matters arising out of or in connection with these terms and conditions shall be, without regard to principles of conflict of laws, subject to and governed by the laws of the Emirate of Dubai, United Arab Emirates and the courts in the Emirate of Dubai, United Arab Emirates shall have the non-exclusive jurisdiction to settle any dispute which may arise out of or in connection with these terms and conditions.
11.2 The parties agree that the Bank may, upon giving 30 days' prior notice to you (which the parties hereby acknowledge will be (and will be deemed to be) properly given, if the Bank places the notice on the website through which you access your account or by any other means that the Bank deems appropriate), elect that these terms and conditions and all matters arising out of or in connection with these terms and conditions shall, from the date of these terms and conditions, be subject to the laws of any one of the following countries: Kingdom of Saudi Arabia, State of Qatar, Sultanate of Oman, State of Kuwait, Kingdom of Bahrain or a jurisdiction which is in some way connected to the subject matter of these terms and conditions ("Nominated Jurisdiction") and/or that the courts of a Nominated Jurisdiction will have jurisdiction over these terms and conditions and all matters arising out of or in connection with these terms and conditions.
11.3 If the Bank makes an election pursuant to clause 11.2 then, without prejudice to the matters that have either been already decided by a court or are being considered by a court with competent jurisdiction and without prejudice to the Bank's continuing or accrued rights under these terms and conditions, all matters arising out of or in connection with these terms and conditions shall be decided by reference to the laws and/or by the courts of the jurisdiction notified by the Bank to you.
11.4 By using the product and/or service comprised in these terms and conditions you agree to be bound by these terms and conditions in their entirety and, in particular, agree that this clause 11 is reasonable bearing in mind the nature of the product and/or service provided to you by the Bank.
12.1 If any clause or part of these terms and conditions is found by a court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision shall, to the extent required, be severed from these terms and conditions and will be ineffective without, as far as possible, modifying any other provision clause or part of these terms and conditions and this will not affect any other provisions of these terms and conditions which will remain in full force and effect.
12.2 If any term of these terms and conditions that the bank considers to be material is deemed to be illegal, invalid or unenforceable, then the parties shall co-operate with each other to incorporate a term into these terms and conditions that complies with the applicable law and as far as possible achieves the same purpose as the aforementioned illegal, invalid or unenforceable term.
- Further Assurance
You shall do and procure the doing of all things that the Bank considers necessary to give full effect to the provisions of these terms and conditions, including without limitation to the generality of the foregoing, executing all security and other documents requested to be executed by the Bank from time to time transferring possession of title and other documents to the Bank, assisting to register and uphold the Bank's interests and rights in and to all goods, documents and things over which security is taken or purported to be taken by the Bank from time to time and execute and return all amended versions of these terms and conditions to the Bank as requested by the Bank.