Invest finance bank

Alternative currency

The parties agree that in the event that the Buyer requires financing in a currency other than US Dollars (in this Clause referred to as the Relevant Currency), the Bank (acting on its own account) may, at its sole discretion and upon request of the Buyer, convert the relevant Approved Amount (denominated in USD) or any part thereof into the Relevant Currency at the rate of exchange quoted by the Bank on the date and time of such conversion on such terms as the Bank and the Buyer may agree.

5. 
   Payment by way of documentary collection or letter of credit
   
   1. 
      Subject to the terms of this Agreement and if the Bank notifies the Purchase Agent that payment of a Shipping Price shall be made by letter of credit, the Purchase Agent shall on behalf of the Bank, arrange with its bankers to open a letter of credit in the manner required by the relevant Purchase Contract in favour of the relevant Supplier in respect of the Shipment Price of the relevant Goods. The letter of credit established under this Agreement shall contain, inter alia, the following particulars:
      
      1. 
         the number of the letter of credit;
         
      2. 
         the name of the issuing bank;
         
      3. 
         the name of the applicant for the letter of credit;
         
      4. 
         the name of the beneficiary of the letter of credit;
         
      5. 
         description and quantity of the equipment;
         
      6. 
         origin of the equipment;
         
      7. 
         the amount;
         
      8. 
         insurance cover;
         
      9. 
         the expiry date;
         
      10. 
          the latest shipment date;
          
      11. 
          the name of the paying bank or the negotiating bank;
          
      12. 
          that the letter of credit will be available by sight payment; and
          
      13. 
          that the letter of credit is subject to the Uniform Customs and Practice for Documentary Credits (latest Revision).
          
   2. 
      The Purchase Agent shall instruct its bankers (the L/C Opening Bank) to communicate to the Bank under tested telex/Swift the full text of the letter of credit. Provided that the terms and conditions of the letter of credit are in conformity with this Agreement and the relevant Purchase Contract, the Bank shall, on receipt of the said tested telex, issue an irrevocable commitment to reimburse to L/C Opening Bank. Reimbursement will be made by a correspondent bank of the Bank against a receipt by such correspondent bank of a certificate from the relevant Supplier's banker that all the relevant terms of the letter of credit have been fully and properly complied with.
      
   3. 
      Amendments of the letter of credit relating to the matters specified in paragraph (b) above shall be subject to the approval of the Bank. Any other amendment could be made by agreement of the parties to the letter of credit without reverting to the Bank. However, any such amendment shall be notified to the Bank.
      
   4. 
      Subject to the terms of this Agreement and if the Bank notifies the Purchase Agent that payment of a Shipping Price shall be made through documentary collection, the Purchase Agent shall arrange with its bankers to send the Bank an authenticated SWIFT message or tested telex confirming that it has received the following information and documents and that they are in all respects in order and in accordance with the relevant Purchase Contract and this Agreement:
      
      1. 
         the documentary collection date and reference number and that it is subject to the Uniform Rules of the Documentary Collection (Latest revision);
         
      2. 
         the drawer and drawee of the bill of exchange;
         
      3. 
         the relevant Goods description and quantity;
         
      4. 
         origin of the relevant Goods;
         
      5. 
         insurance cover;
         
      6. 
         collection amount;
         
      7. 
         details of shipment (date and name of vessel);
         
      8. 
         payment terms: D/P (documents against payment) or D/A (Documents against acceptance); and
         
      9. 
         delivery receipt from the vessel’s agent/forwarded receipt.
         
   5. 
      The Purchase Agent undertakes to fax the invoice and bill of lading/forwarded receipt on the same day as the authenticated SWIFT message or tested telex was sent.
      
   6. 
      The Bank should receive the authenticated SWIFT message or tested telex together with the faxed documents 5 Banking Days before the payment of the Shipment Price is due.
      
   7. 
      Upon receipt of the documents referred to in paragraph (d) above, the Bank shall cause the amount requested to be transferred as per the instructions of the Purchase Agent’s bankers provided that the Bank is satisfied with the documents received.
      
   8. 
      All risks and liabilities associated with the relevant Goods shall rest with the relevant Supplier until the date the payment obligations of the Bank are satisfied under paragraph (a) above.
      
1. 
   PAYMENT OF THE SHIPMENT PRICE BY THE BANK
   

Provided that the Bank has approved a Purchase Contract, payment of the Shipment Price relating to that Purchase Contract shall be made on the relevant Settlement Date by the Bank directly to the Supplier or either through a documentary collection or a letter of credit.

6. 
   MAINTENANCE OF INSURANCE
   
   1. 
      The Buyer shall insure or procure that Insurances in respect of all Goods purchased pursuant to a Purchase Contract approved pursuant to the terms of this Agreement during transit and at all times until the Final Repayment Date. Such Insurances shall:
      
      1. 
         be Shari'ah compliant to the extent such Shari’ah compliant insurance is available in the market;
         
      2. 
         be for the full replacement cost of the Goods;
         
      3. 
         be with reputable insurers acceptable to the Bank;
         
      4. 
         name the ICD as first loss-payee (only until the Goods are sold to the Buyer); and
         
      5. 
         be against such risks as are normally insured by persons transporting and dealing in goods in the same manner and of the same kind as the Goods(in accordance with the requirements under the applicable laws and regulations and in line with local market practice, and on reasonable commercial terms).
         
   2. 
      The Buyer must generally ensure that, at all times, its business and assets are insured with insurance companies to such an extent and against such risks as companies engaged in a similar business normally insure.
      
   3. 
      The Buyer shall ensure that a term of such insurance will be that any proceeds payable by the insurers under such policy will be paid in a freely convertible currency.
      
   4. 
      Where the draft Purchase Contract does not provide for transit insurance of the Goods by the Supplier in the manner specified in Clause 6.1 above, the Buyer shall, at the time of submitting the Purchase Contract for the approval of the Bank, in accordance with Clause 4.2(b) (Purchase of Goods by Buyer as Agent), advise the Bank of the arrangements it has made or will make to insure the Goods in the aforesaid manner in order to obtain the Bank’s approval for the same.
      
   5. 
      The Buyer shall assign all its benefits, rights and interests in any such Insurances and the proceeds thereof to the Bank (as an agent of ICD), under and in accordance with the terms of the the Assignment of Insurances.
      
   6. 
      All proceeds of the Insurances shall immediately on receipt by a party be paid into the [Escrow Account / Line Account]¹, and the Bank shall be entitled to (at its sole discretion) elect whether such proceeds shall either (i) be made available to the Buyer to the extent required to be applied towards any repair, replacement or restoration of the Goods, or (ii) be applied towards payment of the Sale Price in accordance with the order prescribed by the Bank.
      
   7. 
      Subject to the terms of the Assignment of Insurances, in the event that the proceeds of insurance payable to or received by the Buyer or the Bank (whether by way of claims, return of premia, ex gratia settlements or otherwise) under or in respect of the Insurances are insufficient to restore, reinstate or replace the Goods or any other relevant asset of the Buyer or settle any liability to third parties, the Buyer shall make up such shortfall at its own cost.
      
7. 
   SALE OF THE GOODS TO THE BUYER
   
   1. 
      The Buyer hereby irrevocably and unconditionally undertakes that immediately after the Buyer has completed the purchase of the relevant Goods from the relevant Supplier on behalf of the Bank, it shall offer to purchase those Goods at the applicable Sale Price from the Bank by sending an Offer Notice to the Bank. Such offer shall be accepted by the Bank sending an Acceptance Notice to the Buyer at which point the Murabaha Contract shall be concluded and ownership of the Goods shall be transferred to the Buyer.
      
   2. 
      As the Buyer has selected the Goods relying solely on its own skill and judgment, it is expressly agreed between the Bank and the Buyer that the Buyer shall purchase the Goods from the Bank on an “as-is where-is” basis without responsibility on the part of the Bank for any defect therein. The Buyer also agrees and acknowledges that the Bank shall be under no liability whatsoever for breach of any obligation relating to the condition of the Goods whether such obligation be expressed or implied by law or recognized by custom. However, if any defect appears in the Goods, the Bank will assign to the Buyer the rights and warranties to which the Bank may be entitled under the Purchase Contract and all other rights and warranties which may be implied by law or custom in favour of a purchaser.
      
   3. 
      If the Buyer fails to send an Offer Notice to the Bank in accordance with Clause 7.1 above, it shall be deemed to have failed to comply with its undertaking in that Clause and it shall promptly on demand indemnify the Bank in respect of all actual costs, claims, losses and expenses of whatsoever nature (other than the cost of funding and any opportunity costs) suffered or incurred by the Bank as a result of such failure.
      
8. 
   SALE PRICE OF THE GOODS TO THE BUYER
   

The price of the Goods payable by the Buyer to the Bank with respect to each shipment and under a Murabaha Contract shall be the applicable Sale Price for that Murabaha Contract.

9. 
   PAYMENT BY THE BUYER OF THE SALE PRICE
   
   1.