各类保函格式-中英文对照.doc

常用标准保函Appendix - Model FormsAnnex 1 EXAMPLE FORM OF PARENT COMPANY GUARANTEEBrief description of Contract Name and address of Employer (together with successors and assigns).We have been informed that _(hereinafter called the “Contractor”) is submitting an offer for such Contract in response to your invitation, and that the conditions of your invitation require his offer to be supported by a parent company guarantee.In consideration of you, the Employer, awarding the Contract to the Contractor, we (name of parent company) _irrevocably and unconditionally guarantee to you, as a primary obligation, the due performance of all the Contractors obligations and liabilities under the Contract, including the Contractors compliance with all its terms and conditions according to their true intent and meaning.If the Contractor fails to so perform his obligations and liabilities and comply with the Contract, we will indemnify the Employer against and from all damages, losses and expenses (including legal fees and expenses) which arise from any such failure for which the Contractor is liable to the Employer under the Contract.This guarantee shall come into full force and effect when the Contract comes into full force and effect. If the Contract does not come into full force and effect within a year of the date of this guarantee, or if you demonstrate that you do not intend to enter into the Contract with the Contractor, this guarantee shall be void and ineffective. This guarantee shall continue in full force and effect until all the Contractors obligations and liabilities under the Contract have been discharged, when this guarantee shall expire and shall be returned to us, and our liability hereunder shall be discharged absolutely.This guarantee shall apply and be supplemental to the Contract as amended or varied by the Employer and the Contractor from time to time. We hereby authorise them to agree any such amendment or variation, the due performance of which and compliance with which by the Contractor are likewise guaranteed hereunder. Our obligations and liabilities under this guarantee shall not be discharged by any allowance of time or other indulgence whatsoever by the Employer to the Contractor, or by any variation or suspension of the works to be executed under the Contract, or by any amendments to the Contract or to the constitution of the Contractor or the Employer, or by any other matters, whether with or without our knowledge or consent.This guarantee shall be governed by the law of the same country (or other jurisdiction) as that which governs the Contract and any dispute under this guarantee shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with such Rules. We confirm that the benefit of this guarantee may be assigned subject only to the provisions for assignment of the Contract.Date _ Signature(s) _298参考译文附件1 母公司保函范例格式合同简要介绍 雇主名称和地址 (注明继承人和受让人)我方已经得知， (以下称“承包商”)应你方邀请正在对上述合同提交报价，并且，你方邀请条件中要求其报价有母公司的保函支持。考虑到贵方（即雇主）将合同授予承包商，并且作为我方的基本义务，我方，即 (填入母公司名称)，不可撤回地且无条件地向你方保证承包商将按照合同恰当履行其一切义务和责任，包括依据合同条件的真实意图和含义去遵守合同条件。如果承包商未能如上履行其义务、承担其责任和遵守合同，则我方将保障雇主免遭由以上失误而引起的并且按照合同承包商应向雇主负责的损害赔偿费、损失和开支(包括法律费用和开支)。本保函随合同全部生效而全部生效。如果在本保函签发日期后的一年内合同仍未生效，或你方表明不打算与承包商签订合同，则本保函将失效。在承包商的合同义务和责任得以履行之前，本保函持续有效。当承包商的合同义务和责任得以履行之后，本保函有效期即告届满并应将本保函退还给我方，我方不再据此保函承担任何责任。若雇主和承包商随时修正和改动了合同，本保函对修改后的合同仍适用并起补充作用。我方在此授权雇主和承包商商定上述修订和改动，并同样在此保证承包商将恰当实施和遵守所修改的内容。我方依此保函所负的义务和责任不因雇主对承包商工期的延长或其它方面的放松，或按照合同应实施的工作的变更或暂停，或合同的修改、承包商或雇主的组成变动，或其它任何事项而解除，无论我方知道或同意这些事项与否。本保函应受颁布约束上述合同的法律的国家(或其它行政区)所颁布的法律约束，因本保函而产生的争端应按照国际商会的仲裁规则由按照其规则任命的一名或多名仲裁员最终裁决。我方确认本保函利益的转让只能依据本合同的转让规定来进行。签名日期 Annex 2 EXAMPLE FORM OF TENDER SECURITY Brief description of Contract Name and address of Beneficiary (whom the tender documents define as the Employer)We have been informed that _ (hereinafter called the “Principal”) is submitting an offer for such Contract in response to your invitation, and that the conditions of your invitation (the “conditions of invitation”, which are set out in a document entitled Instructions to Tenderers) require his offer to be supported by a tender security.At the request of the Principal, we (name of bank) _ hereby irrevocably undertake to pay you, the Beneficiary/Employer, any sum or sums not exceeding in total the amount of _ (say:_ ) upon receipt by us of your demand in writing and your written statement (in the demand) stating that:(a) the Principal has, without your agreement, withdrawn his offer after the latest time specified for its submission and before the expiry of its period of validity, or(b) the Principal has refused to accept the correction of errors in his offer in accordance with such conditions of invitation, or(c) you awarded the Contract to the Principal and he has failed to comply with sub-clause 1.6 of the Conditions of Contract, or(d) you awarded the Contract to the Principal and he has failed to comply with sub-clause 4.2 of the Conditions of Contract.Any demand for payment must contain your signatures(s) which must be authenticated by your bankers or by a notary public. The authenticated demand and statement must be received by us at this office on or before (the date 35 days after the expiry of the validity of the Letter of Tender) _ When this guarantee shall expire and shall be returned to us.This guarantee is subject to the Uniform Rules for Demand Guarantees, published as number 458 by the International Chamber of Commerce, except as stated above.Date _ Signature(s) _参考译文附件2 投标保函范例格式合同简要介绍 受益人名称和地址 (即招标文件定义的雇主)我们已经得知 (以下称“委托人”)应你方邀请正在对以上合同提交报价，并且，你方邀请条件(“邀请条件”，在名为“投标人须知”的文件中列出)中要求其报价有投标保函作为支持。应委托人要求，我们， (填入银行名称)在此不可撤回地保证，在我方收到你方书面要求及在要求中给予下列情况的书面声明后，向你方（即受益人/雇主）支付总数不超过 （用文字表示）的一笔或多笔款额：(a) 委托人不经你方同意，在规定的提交报价的截止日期后且在其报价有效期期满之前撤回了其报价，或(b) 委托人拒绝接受按照上述邀请条件对报价中错误的改正，或(c) 你方将合同授予了委托人，但他未能遵守合同条件第1.6款，或(d) 你方将合同授予了委托人，但他未能遵守合同条件第4.2款。要求支付的文件必须有你方签名，签名必须经你方银行或一位公证人证实。你方经证实的要求和声明必须于 (投标文件有效期期满后35天的那一日)当日或之前由我方在此办公室收到。在上述日期之后，本保函期满并应返还给我方。除上文规定外，本保函受国际商会出版的编号为458的“即付保函的统一规则”的约束。签名日期 Annex 3 EXAMPLE FORM OF PERFORMANCE SECURITY-DEMAND GUARANTEEBrief description of Contract Name and address of Beneficiary (Whom the Contract defines as the Employer)We have been informed that _ (hereinafter called the “Principal”) is your contractor under such Contract, which requires him to obtain a performance security.At the request of the Principal, we (name of bank) _ hereby irrevocably undertake to pay you, the Beneficiary/Employer, any sum or sums not exceeding in total the amount of _ (the “guaranteed amount”, say: _ ) upon receipt by us of your demand in writing and your written statement stating:(a) that the Principal is in breach of his obligation(s) under the Contract, and(b) the respect in which the Principal is in breach.Following the receipt by us of an authenticated copy of the taking-cover certificate for the whole of the works under clause 10 of the conditions of the Contract, such guaranteed amount shall be reduced by _% and we shall promptly notify you that we have received such certificate and have reduced the guaranteed amount accordingly. (1) When writing the tender documents, the writer should ascertain whether to include the optional text, shown in parentheses Any demand for payment must contain your ministers/directors (1) signature(s) which must be authenticated by your bankers or by a notary public. The authenticated demand and statement must be received by us at this office on or before (the date 70 days after the expected expiry of the Defects Notification Period for the Works) _ (the “expiry date”), when this guarantee shall expire and shall be returned to us.We have been informed that the Beneficiary may require the Principal to extend this guarantee if the performance certificate under the Contract has not been issued by the date 28 days prior to such expiry date. We undertake to pay you such guaranteed amount upon receipt by us, within such period of 28 days, of your demand in writing and your written statement that the performance certificate has not been issued, for reasons attributable to the Principal, and that this guarantee has not been extended.This guarantee shall be governed by the laws of _ and shall be subject to the uniform Rules for Demand Guarantees, published as number 458 by the International Chamber of Commerce, except as stated above.Date _ Signature(s) _参考译文附件3 履约保证 即付保函范例格式合同简要介绍 受益人名称和地址 (招标文件定义的雇主)我们已经得知 (以下称“委托人”)根据合同作为你方的承包商被要求开具一份履约保证。应委托人要求，我们 (填入银行名称)在此不可撤回地承担在我方收到你方书面要求及说明下列情况的书面声明后，向你方-受益人/雇主支付总数不超过 (即“保证金额”为： )的任何款额：(a) 委托人违反了合同规定的义务，及(b) 委托人违约涉及的方面。在我们收到按照合同条件第10条颁发的整个工程的移交证书的经证实的复印件后，上述保函金额将减少 ，并且我们将立即通知你方，我们已经收到了上述证书并已相应减少保证金额。1要求支付的文件必须有你方部长/董事的1签名，签名必须经你方银行或公证人证实。你方经证实的要求和声明必须由我方在办公室，于 (填入预计的工程缺陷责任通知期期满后70天的那一日) 当日(即“到期日”)或之前收到。在该日期之后，本保函有效期期满并应返还给我们。我们已经得知，如果截止到上述到期日前28天还未颁发合同所述的履约证书，则受益人可以要求委托人将此保函延期。如果你方书面要求并书面声明，出于委托人应负责的原因还未颁发履约证书，且此保函还未得到延期，则我们在收到你方书面要求和书面声明后的28天内，将立即支付保证金额。除上文规定外，本保函的适用法律为 ，并受国际商会出版的编号为458的“即付保函的统一规则”的约束。签名 日期 1当编写招标文件时，编写人应确定是否纳入括号 里备选内容。Annex 4 EXAMPLE FORM OF PERFORMANCE SECURITY-SURETY BONDBrief description of Contract Name and address of Beneficiary _ (together with successors and assigns, all as defined in the Contract as the Employer)By this Bond, (name and address of contractor) (who is the contractor under such Contract) as Principal and (name and address of guarantor) _ as Guarantor are irrevocably held and firmly bound to the Beneficiary in the total amount of _ (the “Bond Amount”, say:_ ) for the due performance of all such Principals obligations and liabilities under the Contract. Such Bond Amount shall be reduced by % upon the issue of the taking-over certificate for the whole of the works under clause 10 of the Conditions of the Contract. (1) When writing the tender documents, the writer should ascertain whether to include the optional text, shown in parentheses This Bond shall become effective on the Commencement Date defined in the Contract.Upon Default by the Principal to perform any Contractual Obligation, or upon the occurrence of any of the events and circumstances listed in sub-clause 15.2 of the conditions of the Contract, the guarantor shall satisfy and discharge the damages sustained by the Beneficiary due to such Default, event or circumstances.(2) Insert: and shall not be entitled to perform the Principals obligations under the Contract.Or: or at the option of the guarantor (to be exercised in writing within 42 days of receiving the claim specifying such Default) perform the Principals obligations under the Contract. However, the total liability of the Guarantor shall not exceed the Bond Amount.The obligations and liabilities of the Guarantor shall not be discharged by any allowance of time or other indulgence whatsoever by the Beneficiary to the Principal, or by any variation or suspension of the works to be executed under the Contract, or by any amendments to the Contract or to the constitution of the Principal or the Beneficiary, or by any other matters, whether with or without the knowledge or consent of the Guarantor.Any claim under this bond must be received by the Guarantor on or before ( the date six months after the expected expiry of the Defects Notification Period for the Works) _ (the “Expiry Date”), when this Bond shall expire and shall be returned to the Guarantor.The benefit of this Bond may be assigned subject to the provisions for assignment of the Contract, and subject to the receipt by the guarantor of evidence of full compliance with such provisions.This Bond shall be governed by the law of the same country (or other jurisdiction) as that which governs the Contract. This Bond incorporates and shall be subject to the Uniform Rules for Contract Bonds, published as number 524 by the international chamber of Commerce, and words used in this Bond shall bear the meanings set out in such Rules.Wherefore this Bond has been issued by the Principal and the Guarantor on (date) .Signature(s) for and on behalf of the PrincipalSignature(s) for and on behalf of the Guarantor参考译文附件4 履约保证 担保书范例格式合同简要介绍 受益人名称和地址 (以及继承人和受让人，他们一并在合同中被定义为雇主。)。根据本担保书， (填入承包商名称和地址，即上述合同的承包商)作为委托人，以及 (填入担保人名称和地址)作为担保人，以总数为 ( “担保金额”即为： )不可撤回地对受益人保证委托人按照合同恰当履行其所应承担的一切义务和责任。按照合同条件第10条颁发整个工程的接收证书后，上述合同金额将减少 。 当编写招标文件时，编写人应确定是否纳入括号 里备选择的文字。本保函从合同定义的开工日期起生效。如果委托人违反了任何合同义务，或者发生了合同条件中第15.2款列出的任何事件或情况，则担保人须补偿受益人因上述违约、事件或情况遭受的损失 插入：并无权履行委托人的合同义务 或：或担保人有权选择(但必须收到说明上述违约的索赔后42天内以书面提出)履行委托人的合同义务。但担保人所承担的全部责任应不超过担保金额。担保人依此担保书所承担的义务和责任不因受益人对委托人工期的延长或受益人对委托人在其它方面的放松，或按照合同应实施的工作变更或暂停，或合同的修改、委托人或受益人的组成变动，或其它任何事项而解除，无论担保人知道或同意这些事项与否。本担保下的任何索赔必须由担保人于 （工程缺陷通知日之后6个月的那一日）的当日（“到期日”）或之前收到，在到期日，本担保的有效期届满并要退还给担保人。本担保书的利益可按照合同条件对转让的规定进行转让，但担保人要收到完全遵守上述规定的证据。本保函适用的法律与合同适用的国家(或其它行政区)所颁布的法律相同。本保函包含国际商会出版的编号为524的“合同担保统一规则”并受其约束。本保函中使用的词语含义与上述规则中注明的含义相同。本保函由委托人和担保人于 (填入日期)签发代表委托人签字 代表担保人签字 Annex 5 EXAMPLE FORM OF ADVANCE PAYMENTGUARANTEEBrief description of Contract Name and address of Beneficiary (whom the Contract defines as the Employer).We have been informed that _ (hereinafter called the “Principal”) is your contractor under such Contract and wishes to receive an advance payment, for which the contract requires him to obtain a guarantee.At the request of the Principal, we (name of bank) _ hereby irrevocably undertake to pay you, the Beneficiary/Employer, any sum or sums not exceeding in total the amount of _ ( the “guaranteed amount”, say: _ ) upon receipt by us of your demand in writing and your written statement stating(a) that the principal has failed to repay the advance payment in accordance with the conditions of the Contract, and(b) the amount which the Principal has failed to repay.This guarantee shall become effective upon receipt of the first instalment of the advance payment by the Principal. Such guaranteed amount shall be reduced by the amounts of the advance payment repaid to you, as evidenced by your notices issued under sub-clause 14.6 of the conditions of the Contract. Following receipt (from the Principal) of a copy of each purported notice, we shall promptly notify you of the revised guaranteed amount accordingly.Any demand for payment must contain your signature(s) which must be authenticated by your bankers or by a notary public. The authenticated demand and statement must be received by us at this office on or before (the date 70 days after the expected expiry of the time for Completion) _ (the “expiry date”), when this guarantee shall expire and shall be returned to us.We have been informed that the Beneficiary may require the Principal to extend this guarantee if the advance payment has not been repaid by the date 28 days prior to such expiry date. We undertake to pay you such guaranteed amount upon receipt by us, within such period of 28 days, of your demand in writing and your written statement that the advance payment has not been repaid and that this guarantee has not been extended.This guarantee shall be governed by the laws of _ and shall be subject to the Uniform Rules for Demand Guarantees, published as number 458 by the International Chamber of Commerce, except as stated above.Date _ Signature(s) _参考译文附件5