Fillable Printable Standard Form Letter of Indemnity

Standard Form Letter of Indemnity

Standard Form Letter of Indemnity to be given in return for Delivering Goods Without Production of the Original Bill

of Lading Incorporating a Bank's Agreement to join in the Letter of Indemnity

(MUST BE ON INDEMNITOR’S LETTERHEAD)

[insert date]

To: Orient Overseas Container Line Limited (“OOCLL”) and its affiliates,

The Carrier

The owners of the Vessel (hereinafter defined)

Dear Sirs

Vessel: [insert name of ship]

Voyage: [insert load and discharge ports as stated in the bill of lading]

Goods: [insert description of goods]

Bill of Lading: [insert identification numbers, date and place of issue]

The Goods was shipped on the Vessel by [insert name of shipper] and consigned to [insert name of consignee or party to

whose order the bill of lading is made out, as appropriate] for delivery at [insert name of final destination stated in the bill of

lading] but the bill of lading has not arrived and we, [insert name of party requesting delivery], (the “Requestor”) hereby request

you to deliver the said Goods to [insert name of party to whom deliver y is to be made] at [insert place where delivery is to be

made] without production of the original bill of lading (the “Request”). Unless otherwise provided herein, captialised terms

used herein without definition shall have the meaning given to them in the Bill of Lading.

In consideration of your complying with the Request, we hereby agree as follows:-

1. To indemnify you, your servants and agents and to hold all of you harmless in respect of any liability, loss,

damage or expense of whatsoever nature which you may sustain by reason of delivering the Goods in accordance

with the Request.

2. In the event of any proceedings bei ng commenced against you or an y of your servants or agents by reason

of delivering the Goods in accordance with the Request, to provide you or them on demand with sufficient funds to

defend the same.

3. If, in connection with the delivery of the Goods, the Vessel, or any other vessel or property in the same or

associated ownership, management or control, should be arrested or detained or should the arrest or detention

thereof be threatened, or should there be any interference in the use or trading of the vessel (whether b y virtu e of a

caveat being entered on the ship's reg istr y or other wise howsoever), to provide on dem and such bail or other securi t y

as may be required to prevent such arrest or detention or to secure the release of such vessel or property or to

remove such interference and to indemnify you in respect of any liability, loss, damage or expense caused by such

arrest or detention or threatened arrest or detention or such interference, whether or not such arrest or detention or

threatened arrest or detention or such interference may be justified.

4. As soon as all original bills of lading for th e Goods shall have come into o ur possession, to deliver the s ame

to you, or otherwise to cause all or iginal bills of lading to be deliv ered to you, whereupon our liabilit y hereunder shall

cease.

5. The liability of each and every person under this indemnity shall be joint and several and shall not be

conditional upon your proceeding first agai nst any person, whether or not such person is party to or liable under th is

indemnity.

6. This indemnity shall be governed by and construed in accordance with English law and each and every

person liable under this indemnity shall at your request submit to the jurisdiction of the High Court of Justice of

England.

7. Each of the persons signing this indemnity represents, warrants and guarantees that he/she has full and

proper legal authority to do so on behalf of the party for whom he/she signs.

Yours faithfully

For and on behalf of

[insert name of Requestor]

.....................................................................................................................................

Authorised Signatory

We, [insert name of the Bank], hereby agree to join in this Indemnity providing always that the Bank's liabil ity:-

1. shall be to make payment to you forthwith on your written demand in the form of a signed letter certifying that

the amount demanded is a sum due to be paid to you un der the terms of the Indemnity and has not been pai d to you

by the Requestor or is a sum which represents monetary compensation due to you in respect of the failure by the

Requestor to fulfill its obligations to you under the Indemnity. For the avoidance of doubt the Bank hereby confirms

that such compensation shall include, but not be limited to, payment of any amount in o rder to enable you to arrange

the provision of security to release the Vessel (or any other vessel in the same or associated ownership, management

or control) from arrest or to prevent any such arrest or to prevent any interference in the use or trading of the Vessel,

or other vessel as aforesaid.

2. subject to proviso 3 below, shall terminate on [date six years from the date of the Indemnity] (the

'Termination Date'), except in respect of any demands for payment received by the Bank hereunder at the address

indicated below on or before that date.

3. shall be extended at your request from time to time for a period of two calendar years at a time provided

that:-

(a) the Bank shall receive a wr itten notice signed by you and stating that the Indemnit y is required by

you to remain in force for a further period of two years, and

(b) such notice is received by the Bank at the address indicated below on or before the then current

Termination Date.

Any such extension shall be for a period of t wo years from the then current Termination Date. However, in the event

of the Bank receiving a written notice sig ned by you, on or before the then current T ermination Date, stating that legal

proceedings have been commenced against you as a result of your having delivered the Goods as specified in the

Indemnity, the Bank agrees that its liability hereunder will not terminate until recei pt b y the Bank of your signed written

notice stating that all legal proceedings have been concluded and that any sum or sums payable to you by the

Requestor and/or the Bank in connection therewith have been paid and received in full and final settlement of all

liabilities arising under the Ind emnity.

4. shall be governed by and construed in accordance with the law governing the Indemnity and the Bank

agrees to submit to the jurisdiction of the court stated within the Indemnit y.

It should be understood that, where appropriate, the Bank will only prod uce and deliver to you all orig inal bills of lading should

the same come into the Bank's possession, but the Bank agrees that, in that event, it shall do so.

The Bank agrees to promptly notify you in the event of any change in the full details of the office to which any demand or

notice is to be addressed and which is stated belo w and it is agreed that you shall als o promptly notif y th e Bank in the event of

any change in your address as stated above.

Please quote the Bank's Indemnity Ref ……………………… in all correspondence with the Bank and any demands for

payment and notices hereunder.

Each of the persons signing this indemnity represents, warrants and guarantees that he/she has full and proper le gal authorit y

to do so on behalf of the party for whom he/she signs.

Yours faithfully

For and on behalf of

[insert name of bank]

[insert full details of the office to which any demand or notice is to be addressed]

.....................................................................................................................................

Signature

QF025 HQD 9/05