Terms and conditions for Standby Letter of Credit Issued
1 (a) You will make payment to the Bank on demand of all sums paid in connection with the Standby and any commission and interest relating thereto. The Bank may in any case on payment debit your account with all sums paid in connection with the Standby and any commission and interest or at any time if it thinks fit with the whole or part of the amount of the Standby and may further debit your account with any indemnity or other payment payable by you as set out below. All payments by you shall be made free and clear of set off or counterclaim.
(b) You will indemnify the Bank on demand against all liability, losses, damages, claims, demands, costs, charges and expenses which may be brought or preferred against the Bank, or which it may incur arising out of or in connection with the Standby and any transaction contemplated thereby (including the reasonable fees and disbursements of external counsel for the Bank in any litigation concerning the same whether or not the Bank is a party thereto) unless directly due to its negligence or wilful misconduct. You agree to pay to the Bank the reasonable fees and disbursements of external counsel for the Bank incurred in connection with the enforcement of these terms and conditions.
(c) In the case that any amount you owe to the Bank is denominated in a currency other than United States Dollars, the Bank may on demand require you to pay to the Bank the United States Dollar equivalent thereof, calculated at the Bank’s rate of exchange ruling at the time of such demand, together with interest in like money as provided herein.
(d) to the extent permitted by law you shall pay to the Bank interest from time to time on any amount owed by you to the Bank but unpaid at a rate as may be agreed between you and the Bank, but in the absence of such agreement at a rate per annum equal to the aggregate of 3% per annum and the cost to Bank (as shall be determined by the Bank at the Bank’s absolute discretion) of funding such unpaid amount from time to time, and (without prejudice to the Bank’s right to require payment of such interest) all such interest shall be compounded (both before and after any demand or judgement) at such times as the Bank shall from time to time fix (but no more than monthly). If the due date for payment hereunder is extended by operation of law or otherwise interest shall continue to accrue for such extended period.
2 All teletransmission messages in connection with the Standby shall be dispatched at your risk and cost, and (save where it is directly due to the Bank’s negligence or default) the Bank shall not be responsible for any loss caused by mistakes, mutilations or omissions in their teletransmission, coding or decoding or interpretation when received, or by delay on the part of the teletransmission companies and/or operators.
3 Neither the Bank nor any Advising (and/or any Nominated) Bank shall have any liability or responsibility for the consequences arising out of delay and/or loss in transit of any letter(s) or document(s) or for any errors in translation and/or interpretation of technical terms save where such delay, loss or errors are directly due to the Bank’s negligence or default.
4 Where more than one document is required to be presented under the Standby, the Bank shall not be obliged to examine such documents for inconsistency or lack of conflict (as appropriate) with each other except to the extent (if any) expressly indicated by you under “Additional Instructions” (or on an attachment to this form) irrespective of whether the Standby is subject to International Standby Practices or Uniform Customs and Practice for Documentary Credits or, in each case, any successor publication in force from time to time.
5 If two or more parties (other than the Bank) agree to be bound by this document, the obligations hereunder are joint and several.
6 The Standby is intended to be and will be enforceable by the beneficiary and any other parties to it according to its terms and conditions. Otherwise, unless expressly provided to the contrary in Clause 7 herein, no person other than you and the Bank shall have rights under the Contracts (Rights of Third Parties) Act 1999 of England or otherwise to enforce or to enjoy the benefit of these terms and conditions.
7 If you are a customer of:
• Lloyds Bank Corporate Markets plc
• Lloyds Bank Private Banking Limited
• Bank of Scotland plc
7.1 you acknowledge and agree that:
7.1.1 each of the above banks has appointed Lloyds Bank plc as its agent for the purpose of international banking transactions carried out at the request of its customers. Accordingly, if you are a customer of one of these banks, although Lloyds Bank plc will effect the transaction contemplated in these terms and conditions in its own name, you acknowledge and agree that it will do so as agent for your bank and that bank will indemnify Lloyds Bank plc in respect of the transaction.
7.1.2. these terms and conditions are therefore to be read as being between you and your bank and that all references in these terms and conditions to the “Bank”, “us”, “we”, “Lloyds Bank” and “Lloyds Bank plc” shall be construed accordingly to give effect to this clause.
7.1.3. Lloyds Bank plc may require the disclosure by Lloyds Bank Corporate Markets plc, Lloyds Bank Private Banking Limited or Bank of Scotland plc (as the case may be) of information relating to its accounts (including information stored on its database), and that therefore Lloyds Bank Corporate Markets plc, Lloyds Bank Private Banking Limited or Bank of Scotland plc (as applicable) is authorised to disclose all such information as may be requested by Lloyds Bank plc for the purpose of carrying out international banking transactions.
7.2 in any case where you have given Lloyds Bank Corporate Markets plc, Lloyds Bank Private Banking Limited or Bank of Scotland plc information about individuals you represent and confirm that those individuals have appointed you to act for them and consent to the processing of personal data for the purpose of carrying out international transactions and to the transfer of that information abroad and to receive any data protection notices on their behalf.
7.3 the account details to be entered into the application for the transaction contemplated in these terms and conditions should be those of your appropriate account with your bank which will be debited or credited with any sums due in respect of the transaction.
8 The Bank and/or any member of the Lloyds Banking Group may be subject to sanctions and/or embargoes imposed by the international community including the UK, EU, UN and the USA. The Bank may not accept instructions from or the Bank may refuse to make any payment to the beneficiary and/or the nominated bank (if any) or take any action under or in connection with the Standby if it would result, or is in our reasonable opinion likely to result, in a breach by the Bank or any member of the Lloyds Banking Group or any of their respective employees of any sanction or embargo whether or not imposed in the USA and the Bank will not be liable for any loss, damage, cost or expense arising out of or in connection with any failure to pay or to act as a result of any such sanction or embargo. The Bank and/or its agents shall be permitted to disclose to the relevant authorities such information related to the Standby as may be required.
9 The Bank shall not be liable for any loss of profits, business, data or information or for any incidental, indirect, special or consequential damages whether arising from negligence, breach of contract or otherwise, even if informed of the possibility of those losses or damages. Except as otherwise specified herein, the Bank shall not be liable for any direct losses arising out of or relating to any of its actions or omissions to act in respect of the transaction contemplated by these terms and conditions, except to the extent that any such losses are caused by the Bank’s wilful misconduct, fraud or gross negligence.
10 These terms and conditions and any disputes or claims arising out of or in connection with its subject matter (including non-contractual obligations) shall be governed by, construed and take effect in all respects in accordance with the laws of the State of New York. The parties irrevocably agree to submit to the exclusive jurisdiction of the courts of the State of New York and of the United States of America sitting in New York City to settle any dispute or claim that arises out of or in connection with these terms and conditions (and any non-contractual obligations). You acknowledge that the use of the Standby in certain countries is subject to specific local legislation and regulations and you agree to comply with any such legislative requirements and regulations as though they were set out herein.
11 These terms and conditions are in addition to and not in substitution of any other agreement between the parties relating to the Standby. In the event of a conflict the provisions of such other agreement (if any) shall govern.