1、无条件（Unconditional 或 on Demand）银行保函；银行见票即付，不需业主提供任何证据。业主在任何时候提出声明，认为承包商违约，而且提出的索赔日期和金额在保函有效期的限额之内， 银行即无条件履行保证，进行支付，承包商不能要求银行止付。当然业主也要承担由此行动引起的争端、仲裁或法律程序裁决的法律后果。对银行而言，他们愿意承担这种保函，既不承担风险，又不卷入合同双方的争端。
FOR CONTRACT PERFORMANCE GUARANTEE BOND
PROFORMA FOR PERFORMANCE BANK GUARANTEE
(TO BE ISSUED ON STAMP PAPER OF REQUIRED VALUE)
This Guarantee (“Guarantee”) made on this ____day of _________, 2011, by _________ registered under the laws of _________ having its head office at _________ and a branch office at ________ _________, hereinafter referred to as the “BANK” (which expression shall unless it be contradict to the context or meaning thereof mean and include its successors and assigns)
IN FAVOUR OF:
_________ _________a company registered under the law of _________ with its registered office at _________ _________ _________ _________, hereinafter referred to as the “BUYER” (which expression shall unless it be contradicted to the context or meaning thereof mean and include its successors and assigns).
_________ _________ 该公司根依照_________法律注册，注册办公地点_________ _________ _________，以下称为“买方”（除非与其语境和含义矛盾，否则该表述亦包括其继承者和指定人）
WHEREAS the BUYER has entered into a contract ref: ________ _________ _________ dated _________ _________, 2011 for supply and purchase of imported steam coal (hereinafter referred to as the “Coal”) on the terms and conditions mentioned therein, (the “Contract”) with _________ _________ _________, a company registered under the laws of _________ and having its Registered Office at _____________________________ (hereinafter referred to as the "SELLER" which expression shall unless it be contradict to the context or meaning thereof, include its successors and assigns); AND WHEREAS it is a condition of the Contract that the SELLER shall provide a guarantee of a bank for a sum of US$ _________ (US Dollar _________ _________ Only) to the BUYER on or before ______________ to ensure the BUYER of the due and faithful performance of the entire Contract by the SELLER;
鉴于买方与依照_________法律注册的注册办公地点位于_____________________________的_________ _________ _________公司（以下简称“卖方”，除非与其语境和含义矛盾，否则该表述亦包括其继承者和指定人），于2011年_________月_________日， 签订了有关进口动力煤（以下称为“煤炭”）的采购与供应合同_______（以下称作“合同”），合同编号_________，遵照相关条款；并且合同中有规定，卖方应当在在2011年_________月_________日或之前向买方提供金额为 US$ _________（_________美元整）的银行担保，以向买方确保卖方可以适当的并且忠实的履行整个合同；并且
AND WHEREAS the Bank under instructions from the SELLER has agreed to give in favor of the BUYER this Guarantee for payment of the said Guaranteed Amount on demand, without demur, as hereinafter appearing.
THIS GUARANTEE WITNESSETH AS FOLLOWS:
The Bank hereby unconditionally and irrevocably and without any qualification whatsoever undertakes, agrees, covenants as primary obligator and not as surety merely, to make payment to the BUYER on its first written demand without any claim, objection, set-off, protest or demur whatsoever and without any recourse to the SELLER notwithstanding any intimation or direction to the contrary or any objection, such sum or sums of money amounting to US$ _________ (US Dollar _________ Only) for firm shipments at any time up to ______________ (hereinafter referred to as the “Term”).
This Guarantee shall not be affected by any change in the constitution of or by any reason of winding up of the SELLER or any merger, amalgamation or absorption of the SELLER with any other company or companies nor shall this Guarantee be prejudiced by any merger, amalgamation or absorption of BUYER Order for supply of imported coal of 50,000 metric ton ± 10% MT on FOB Mother Vessel basis with any company or companies but shall be available for and by the company formed as a result of merger, amalgamation and absorption.
The neglect or forbearance of the BUYER in enforcing any payment of the money intended to be secured hereof, or the giving of time by the BUYER to the SELLER for the payment under the Contract, shall in no way absolve the Bank from its liability hereunder.
The demand shall consist only of an original letter issued by BUYER stating that the SELLER has failed to fulfill its obligations under the Contract. Such demand made by the BUYER on the Bank shall be conclusive and binding, notwithstanding any difference or dispute between the BUYER and the SELLER or any difference or dispute pending before any Court, Tribunal, Arbitrator or any other authority. Such demand may be made to the Bank or its branch in __________ Seoul, Korea whereupon the Bank shall immediately make such payment through the branch in ________ _________. The Bank shall have made all necessary arrangements for such payments to be made through its branch/bank correspondent in _________ _________.
The Bank undertakes not to revoke this Guarantee during the Term, without the previous written consent of the BUYER and further agrees that this Guarantee herein contained shall continue to be enforceable during the period that would be taken by the SELLER for satisfactory performance and fulfillment of its obligations in all respects under the Contract. For this purpose, the Bank shall, extend the term of this Guarantee for further period(s) of six months at a time (“Extended Term(s)”) upon receipt of written request(s) from the SELLER on whose behalf this Guarantee is issued. The Bank covenants and declares that if the SELLER does not renew this Guarantee, at any time for further period(s) of six months at a time (“Extended Term(s)”), not less than thirty (30) days prior to the expiry of the Term or the Extended Term(s) as the case may be, so as to keep the same valid till the discharge by the SELLER of all its obligations under the Contract, then the entire amount under this Guarantee shall become forthwith due and payable upon the expiry of the Term or the Extended Term as the case may be and the Bank shall on its own, without any demand from the BUYER, during the Claim Period, without demur pay the full amount of this Guarantee to the BUYER.
Nothing contained in the Contract nor any change, amendment in the terms and conditions contained therein nor the termination thereof shall release the Bank of its obligations under these presents.
The Bank agrees that the BUYER, at its option, shall be entitled to enforce this Guarantee against the Bank as a principal debtor, in the first instance without proceeding against the SELLER and notwithstanding any security or other guarantee that the BUYER may have in relation to the SELLER's liabilities under the Contract.
Notwithstanding anything to the contrary contained in this Guarantee, the Bank hereby irrevocably and unconditionally waives any and all rights it may now or hereafter have under any agreement or at law or in equity, to assert any claim against or seek subrogation, contribution, indemnification or any other form of reimbursement from the BUYER for any payment made by the Bank under or in connection with this Guarantee.
Notwithstanding anything stated to the contrary, the liability of the Bank, as herein contained, shall be irrevocable during the Term or Extended Terms, if any.
Unless a demand to enforce a claim under this Guarantee is made against the Bank within three (3) months from the expiry of the Term or the Extended Terms, if any, (“Claim Period”) all the rights of the BUYER under this Guarantee shall be forfeited and the Bank shall be released and discharged from all liabilities thereafter.
This Guarantee shall be governed by and construed in accordance with the laws of _________ (without regard to its principles of conflict of laws). The courts in _________ alone shall have exclusive jurisdiction in relation hereto.
10. The Bank hereby declares that it has power to issue this Guarantee and the undersigned have the full power to approve execution delivery and the performance of the Guarantee.
11. This PERFORMANCE BOND is Transferable, and the Transfer Bank shall be The Issuing Bank.本
Date 日期 _____________________
Place 地点 ____________________
Witness 证明人 ____________________
Printed Name 打印的姓名
(Bank’s common seal 银行公章)