commbiz global trade application

CommBiz Global Trade Application

Commonwealth Bank of AustraliaABN 48 123 123 124Australian credit licence 234945

Section 1 – General details

I/We apply for the CommBiz Global Trade service and agree to the CommBiz Special Terms and Conditions and the CommBiz Product Information and Terms and Conditions.

We authorise the Bank to:

• allow any Administrator to administer entitlements required for authorised users to be able to carry out transactions or give the Bank Instructions through CommBiz;

• carry out transactions pursuant to electronic instructions apparently given by any authorised user until I/we notify the Bank in writing that the authorised user’s authority has been revoked;

• allow any other person authorised by any Administrator to have electronic access to my/our information available through CommBiz.

Executed as an Agreement:Executed by (mandatory) ACN

by being signed by those persons who are authorised under its constitution to sign for the company.

Full residential address (PO Box is not acceptable) (mandatory)

State Postcode

Full given name (Director) (mandatory)

✗

Signature (mandatory) Date (mandatory)

Full residential address (PO Box is not acceptable)

State Postcode

Full given name (Director/Company secretary)

✗

Signature Date

Company information

Company name (mandatory)

Commbiz service ID (mandatory)

Company address (mandatory)

State Postcode CountrySuburb/town/city

Remarks

Please return to:

Trade Service Centre Commonwealth Bank of Australia Level 3 5-7 Central Avenue South Eveleigh NSW 2015

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Section 2 – Access profile explanation

• View – user will have access to view transactions.

• Create – user will have access to create transactions.

• Authorise – user will have access to authorise transactions created by another user.

• Self Authorise – user will have access to create and authorise transactions solely. If this option is chosen then all users of Global Trade will be granted this access automatically.

Section 3 – User privileges/maintenance request

User 1

Commbiz user ID (mandatory)

Work address (mandatory)


Surname (mandatory) Full given name(s) (mandatory)

Email address (mandatory)

Telephone number OR Mobile number

Product Offerings Access Profile

Import Documentary Letter of Credit

Import Documentary Collections

Trade Advances – Imports

Guarantees/Standby Letter of Credit

Export Documentary Letter of Credit

View

Create

AuthoriseExport Documentary Collections

Export Documentary LC Direct Presentation

Trade Advances – Exports

Transferable Letter of Credit

User Setup (Select only one option) (mandatory)

Add new User Details Amend Existing User Details Delete Existing User Details

User 2













View

Create







Self-Authorise

Self-Authorise

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Section 3 – User privileges/maintenance request (continued)

User 3













View

Create







User 4













View

Create







Self-Authorise

Self-Authorise

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User 5













View

Create







User 6













View

Create







Self-Authorise

Self-Authorise

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User 7













View

Create







User 8













View

Create







Self-Authorise

Self-Authorise

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User 9













View

Create







User 10













View

Create







Self-Authorise

Self-Authorise

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For internal use only

Client definition name CIF ID

Client address


Account to service association Inquiry/View ReportsX System managementX

Branch name Branch code

209Commonwealth Bank of Australia

Customer base currency

Applicant can be non-customer Yes NoX

01

Legal Vehicle

Transaction Initiator Name Transaction Initiator Department Code

Remarks

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CommBiz Special Terms and Conditions

Terms and Conditions

1. About these CommBiz Terms and ConditionsThese special terms and conditions along with the CommBiz terms and conditions, the Application Form and the Global Trade user instructions (together, the “Global Trade Terms and Conditions”) govern our Global Trade service. Other terms and conditions may apply by operation of the law.

1.1 GeneralThese special terms and conditions are to be read in conjunction with the CommBiz Terms and Conditions and the terms and conditions of your trade finance facility. If these special terms and conditions are inconsistent with the CommBiz Terms, these special terms and conditions prevail. Words or expressions which have a defined meaning in the CommBiz Terms and Conditions have the same meaning in these special terms and conditions unless altered by these special terms and conditions.

In applying the CommBiz Terms and Conditions to the Global Trade service, words or expressions that have a defined meaning in these special terms and conditions have the same meaning in the CommBiz Terms and Conditions.

1.2 DefinitionsAgreementThe agreement as defined in Clause 1.3 of these Terms and Conditions.

Application FormThe Global Trade Application Form which you sign in order to enter into this Agreement.

Authorised UserThe person who you nominate to access and operate your CommBiz Service or the authoriser who is subsequently nominated by your Administrator as having the authority to access and operate Global Trade or to give us instructions.

BeneficiaryThe final recipient of funds upon settlement as indicated by you in your instructions. You and the beneficiary may be the same person.

Bill A bill of exchange as defined in the Bills of Exchange Act 1909 (Cwlth) or the relevant bills of exchange legislation or a Bill delivered to us (as one of the Documents) in connection with the export of goods or services by the you, where the importer is named on the Bill as the drawee, including without limitation a draft Bill.

Business DayA day on which banks are open for business in each of the centres applicable to the currencies being transacted, for example, for a GBP/AUD FX transaction, banks in Sydney and London must be open for business.

Collection InstrumentAny international trade instrument commonly referred to as documentary collection, export collection or import collection.

Collection The handling by us, in accordance with instructions received, of Documents in order to obtain payment against acceptance, to deliver Documents against payment and/or against acceptance, or to deliver Documents on other terms and conditions.

Credit InstrumentAny international trade instrument commonly referred to as documentary credit, or letter of credit but excluding standby letters of credit.

DocumentsAll documents relating to the Goods including without limitation all drafts, bills of exchange, documentary credits, documents of title, transport documents, insurance policies, invoices, certificates, reports, receipts or warrants.

Export CreditA Documentary Credit in favour of the Customer issued by either a domestic person or an overseas person which CBA amends, advises, negotiates, discounts, confirms, assigns or transfers under these Terms for or at the request of the Customer.

Export Credit Rights

All of the Customer’s right title and interest in:

a. any Export Credit;

b. the proceeds of an Export Credit;

c. any agreement between the Customer and a third party relating to the Goods;

d. the goods; and

e. any Documents relating to any of a–d above.

FeesThe fees specified in the Global Trade Fee Schedule and the CommBiz Fee Schedule both posted from time to time on the CommBiz site (as varied in accordance with this agreement and the CommBiz Terms and Conditions).

Fee AccountThe account nominated in the Global Trade Application Form or such other account as you and we may agree to be debited with fees.

Global Trade The Global Trade service accessed using CommBiz to obtain and direct the issue by us and collection by us of credit instruments and collection instruments.

Global Trade user instructionsThe procedures detailed on the CommBiz site relating to Global Trade.

InquiryAny inquiry using CommBiz whereby you obtain information in relation to an account or transaction or information relating to Global Trade.

InstructionsInstructions given to us using CommBiz in accordance with the Global Trade user instructions which

a. in the case of credit instruments includes any one or more of;

I. application for issuance

II. request for amendment

III. request for transfer

IV. advice of acceptance, rejection or disposal of documents

V. payment authorisation

VI. request for finance

VII. lodgement authority.

b. in the case of collection instruments includes any one or more of;

I. initiation

II. request for amendment

III. advice of acceptance, rejection or disposal of documents

IV. payment authorisation

V. request for tracing

VI. request for noting or protesting

VII. request for finance

VIII. lodgement authority

Security Identification All log-on identity, passwords, security tokens and any other devices or encryption numbers used from time to time to access your CommBiz service.

Trade AgreementAn agreement containing terms applicable to the Trade Product or Service between the parties including without limitation, a facility letter, facility agreement or letter of offer between the parties or such other document which is accepted by CBA.

Trade Product or Service Any trade related product, service, loan or Facility, including a product, service, loan or facility described in these terms and conditions.

User EntitlementsThe authority of an authorised user to use CommBiz in connection with Global Trade as advised to us by you or the administrator from time to time in the form approved by us.

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“you”, “your” yourswhere the context requires, includes any person using your security identification to access or use Global Trade.

1.3 Single agreementThe agreement between us which governs Global Trade including transactions and inquiries consists of the Global Trade Application Form, these Global Trade Terms and Conditions, the CommBiz terms and conditions and the CommBiz application signed by you which includes user entitlements (as applicable) and any subsequent additional or replacement CommBiz client entitlements and user entitlements form(s) signed by you. The agreement is also subject to the terms and conditions which apply to any facility you have with us for the issue, collection or negotiation of credit instruments or collection instruments or both, including a Trade Agreement or trade finance facility.

1.4 VariationThese special terms and conditions and fees and charges may be varied in accordance with Clause 10 of the CommBiz terms and conditions.

1.5 Transactions and inquiriesEach transaction and inquiry is subject to the Global Trade user instructions, and if there is any inconsistency between the CommBiz general Terms and Conditions or these special terms and conditions and the Global Trade user instructions, the latter shall prevail.

1.6 Banking Code of PracticeThe Code of Banking Practice or, from 1 July 2019, the Banking Code of Practice, applies where relevant to your transactions if you are a small business as defined in the Code of Banking Practice or the Banking Code of Practice (as the case may be) or an individual.

2. Commencement and duration

2.1 Acceptance of ApplicationThe agreement will commence on the day that we accept your Global Trade Application, or as otherwise agreed, and continues in force until terminated pursuant to Clause 11 of the CommBiz terms and conditions. You must be an established CommBiz client in order to access Global Trade.

2.2 Delay for checkingWe may delay providing you with access to Global Trade until you have provided us with all necessary information to properly identify you and all authorised users and we have carried out any necessary verification check(s).

3. Access

3.1 Access to Global TradeWe will provide you with access through CommBiz to Global Trade at such times and in such manner as we may display via the CommBiz Channel Messages. We will be entitled to vary these access hours from time to time. We will not be responsible for access outside these hours or for difficulties in access caused by matters beyond our reasonable control.

3.2 Your obligationYou must ensure that the procedures outlined in the Global Trade user instructions are correctly followed for all your transactions. You must further ensure that all information you input into Global Trade is correct before you provide your instructions. We are not liable for any failure on your part either to follow such procedures correctly or to input correct information into Global Trade. You must ensure that only authorised users use your security identification.

You are responsible for providing and maintaining the required equipment and all such other equipment, telecommunications links, software and facilities required to operate Global Trade.

You are also responsible for providing suitably skilled staff to operate and maintain the required equipment and any software that is used by you in connection with Global Trade. You should back up all data once it is received from us.

3.3 Your representationsEach time you give us instructions, carry out a transaction or add an authorised user you represent the name of individual persons given to us are true and correct and you acknowledge

that the law prohibits the use of false names, the giving, use or production of false and misleading information or documents in connection with the provision of financial services and the making, possession or use of a false document in connection with identification procedures.

3.4 Further informationWhen we ask you, you must give us any information or documents which we may reasonably require for us to comply with any applicable laws relating to sanctions, anti-money laundering or counter-terrorism financing, including (without limitation) laws imposing “know your customer” or other identification requirements.

4. Fees

4.1 PaymentAny fee listed in the Fee Schedule must be paid by either the date specified in that schedule or facility or such other date notified by us.

You authorise us to debit your fee account or any nominated account that you hold with us with the fee on the date of the agreement, or if specified, the date(s) set out in the Fee Schedule.

All fees are charged in Australian dollars. You must nominate an Australian dollar bank account to which fees may be charged. You cannot nominate a foreign currency account nor a Cash Deposit Account or Cash relationship Account as your fees account.

If you choose to pay your fees by debiting an account held with another financial institution, you must complete and sign a Direct Debit Request Form.

4.2 Charges by overseas banksIf you instruct us to make a payment to an overseas beneficiary, the processing of the payment will be subject to fees and charges imposed by the overseas banks involved in the transaction, in addition to any fees and charges imposed by us. There may be more than one overseas bank involved, each of which may seek reimbursement for its services. We will instruct the overseas banks to deduct their fees from the payment. Where such fees and charges are deducted, you must assume that the beneficiary will receive a lower amount than the amount sent. If for whatever reason the overseas bank fails to observe these instructions, you will reimburse us for any fees or charges which an overseas bank may separately levy against us.

5. Receiving instructions and acceptances

5.1 InstructionsWe are not obliged to accept your instructions but subject to you complying with this agreement and the terms of your account or facility with us, we will use our reasonable endeavours to do so, provided that the instructions comply with the Global Trade user instructions. We may refuse to accept an instruction or acceptance if it is from an authorised user whose user entitlement does not authorise him/her to enter into the transaction or if we know or suspect that the instruction or acceptance is not from an authorised user.

5.2 AcknowledgmentsWhen we accept your instructions we will send you our acknowledgment. We may withdraw our acknowledgment at any time before we receive your acceptance.

5.3 Acceptances You must provide your acceptance within the time specified in the Global Trade user instructions or in our acknowledgment. You and we are bound from the time we receive your acceptance. By you sending your acceptance, you irrevocably authorise us to carry out all aspects of the transaction. In particular, you irrevocably authorise us to debit your account in accordance with those instructions.

5.4 Deemed authorityYou agree that:

a. we are authorised to act upon all instructions and acceptances using your security identification;

b. we are authorised to provide information through CommBiz in connection with Global Trade to you and to anyone using your security identification;

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c. we are authorised to treat any act or transaction effected through CommBiz in connection with Global Trade by the use of your security identification as an act or transaction which is undertaken with your authority without us being required to verify your authority in any case;

d. we are not required to check the accuracy of any instructions, acceptances, notifications or requests; and

e. in consideration of us so acting, you release us from all actions, suits, proceedings, claims, costs and demands that may be made, brought or incurred by or against us arising from any unauthorised or incorrect instructions or acceptances using your security identification.

5.5 Incorrect informationIf we quote you information in relation to your account or a transaction, or a proposed transaction, or in an acknowledgment which is clearly incorrect, you must notify us of the error and you shall not seek to enter into a transaction based on that information. If you enter into a transaction based on that incorrect information, upon becoming aware of that error we may immediately reverse the transaction and make corresponding correcting entries to your accounts. You must notify us promptly, but in any event no later than 7 calendar days, of any error or defect in any information appearing on Global Trade relating to your transactions including any credit instrument that you requested be issued or amended not being so issued or amended. We will not be responsible for any errors not reported within this time.

5.6 Currency of informationInformation displayed in Global Trade about any credit instrument, collection instrument or any other product will only be up to date as at the end of previous business day.

6. Credit Instruments and Collections

6.1 Credit instrumentEach credit instrument or request for amendment to a credit instrument will be subject to the Uniform Customs and Practice for Documentary Credits and Uniform Rules for Bank-to-Bank Reimbursements under Documentary Credits published by the International Chamber of Commerce as amended from time to time and in force at the date of issuance of the credit instrument.

6.2 Collection instrument Each collection instrument or request for amendment to a collection instrument will be subject to the Uniform Rules for Collections published by the International Chamber of Commerce as amended from time to time and in force at the date of issuance of the collection instrument.

6.3 Collection generallya. The terms applicable to any collection will be outlined in

our online notification, accessible through your CommBIz Service, attached to that collection.

b. If you instruct us to process a collection, we are authorised to treat the service as subject to and conditional upon us receiving full payment of the relevant Bill or against delivery of the Documents (as nominated by us in our absolute discretion).

c. You must reimburse us on demand, for any amount due in respect of such service and indemnify us for any damages, losses, costs and expenses whatsoever in connection with that Collection.

6.4 Import Documentary Collections If we act as a collecting bank in respect of an import Collections and Bills for acceptance or payment, or Documents on a cash against Documents basis, we may hold the Documents until acceptance or reimbursement of the relevant Bills, or payment, by you.

6.5 Export Documentary Collections a. If you instruct us, we may negotiate or discount a Bill

or provide advances against the Documents to be sent on Collection. In the event that we agree to do this, the provisions of clause 8 (Export Credits) will apply.

b. We are not obliged to check the Documents before sending them to the collecting bank.

c. We will only pay you proceeds of a Collection which have actually been received by us from the collecting bank and will not be liable if we receive late advice of payment.

d. We are not responsible for any act, omission, delay or default on the part of any collecting/settlement bank.

6.6 Sufficient fundsYou undertake to provide sufficient funds to meet the amount of drafts or drawings or any other payments under a credit instrument or collection instrument together with all costs, commissions, charges, including charges applied or deducted by the collecting, presenting or reimbursing banks, and interest for any period by which the date of payment by us or our correspondent bank precedes the date of your payment to us. You indemnify us against all claims and liabilities which may arise in connection with any credit instrument or collection instrument issued by us as a result of instructions given using your security identification.

6.7 Our authorityYou authorise us at any time after the issue of the credit instrument whether before or after we have made payments to debit your account with sums sufficient to meet all liabilities under the credit instrument including costs, commissions, bank charges and interest.

6.8 Your agreementYou agree that if any draft or drawing or other payment in respect of a credit instrument is drawn in a foreign currency, you will pay the equivalent in Australian currency using the rate of exchange as set out in Clause 19 of these Terms and Conditions on the day of payment by you unless:

a. the foreign currency has already been provided on your behalf in an account with us and is applied towards such draft or drawing or other payment; or

b. you have arranged foreign exchange cover with us and you have notified us of the foreign exchange cover and we have accepted such cover as adequate.

6.9 Your acknowledgementYou acknowledge that any variation in the amount payable by you under the credit instrument arising from currency fluctuations will be at your entire risk. You also agree to pay us any loss we may incur due to any moratorium or currency restriction that may be imposed in the country of payment.

6.10 InsuranceYou agree that should insurance be on the basis of ‘Insurance Arranged by Applicant’, you will insure the goods in a manner satisfactory to us and you undertake to produce to us evidence of insurance if required.

6.11 Security for paymentYou authorise us to retain as security the relative documents and goods by way of pledge and in the event of payment not being made by you as aforesaid you authorise us to sell by public auction or private treaty, dispose of or otherwise deal with the relative goods as we may think fit and to collect any amounts due to or become due under the insurance policies. You undertake to pay on demand the amount of any deficiency on any sale or Insurance together with all usual commission, and all costs, charges and expenses incurred by us in connection therewith or otherwise.

6.12 Our discretionYou agree that, notwithstanding any contrary instruction by you, we may at our discretion direct a credit instrument to our correspondent bank for advice or negotiation or other action.

6.13 Presenting bankWe are free to choose the presenting bank in respect of a collection instrument unless you specifically instruct us to choose a particular bank.

6.14 Communication with overseas banksYou authorise us to forward original documents by courier and to use both email and SWIFT to communicate with our correspondent banks. You are to pay us all courier fees and our costs for such communications.

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6.15 Your receipt of goods or documents before paymentSubject to any contrary terms of your Trade Agreement or trade finance facility, in the event that any of the relative goods (or part thereof) or any of the documents representing the goods (or part thereof) are either:

a. delivered by us to you (or any person authorised to receive such goods or documents on your behalf), or

b. received by you (or any person authorised to receive such goods or documents on your behalf) direct from the beneficiary, or any overseas bank, pursuant to the terms of the credit instrument, before you have fully paid and discharged the obligations and liabilities to pay us, you agree that:

i. you will receive such goods/documents for us and hold the same and any proceeds from the sale thereof for us or at our discretion;

ii. you will fully insure such goods against such risks as we may reasonably require and hold the proceeds of any claim on any such policy in trust for us;

iii. you will keep each transaction separate from any other; and

iv. we may at any time take possession of and receive such goods or proceeds wherever the same may be.

6.16 Collection instrument sent to an overseas bankIf we agree to you directly forwarding a collection instrument to an overseas bank for collection you:

a. must direct that the proceeds of the collection instrument be paid to your account with us; and

b. may not assign, charge or otherwise deal with your rights in respect of the collection instrument or the proceeds;

We will at your request and expense use reasonable endeavours to follow up and trace the payment due under collection instrument. At any time by notice to you, we may terminate any arrangement for you to forward collection instruments for collection in the future. Any such termination will not affect your liability to us in respect of collection instruments forwarded by you for collection.

7. Bill Avalisation/Banker’s Acceptance/Countersigning

7.1 Your liabilityIf we agree with you (in our absolute discretion), we will avalise, countersign or endorse Bills that have first been signed by you as acceptor.

You:

a. must pay to us the face value of any Bill so avalised, countersigned or endorsed on its maturity date in such manner as we may specify or otherwise on demand; and

b. hereby indemnify us against all payments, costs and expenses in connection with a Bill so avalised, countersigned or endorsed.

As between us and you, you are primarily liable on all Bills so avalised, countersigned or endorsed by us under these Terms, and the obligations and liabilities of you in relation to each such Bill must continue notwithstanding that we may become the holder of the Bill in our own right before, on or after its maturity date.

7.2 Our authority to payYou absolutely, irrevocably and unconditionally authorises us to pay immediately on demand by the exporter (and without any prior notice to you) any money demanded by the exporter under or pursuant to any Bill avalised, countersigned or endorsed by us under these Terms on its maturity date. We will not be under any obligation to enquire whether any claim, demand or drawing by the exporter is properly made or whether you disputes the validity of any such claim by the exporter. Any action taken by CBA in good faith pursuant to this clause will bind you in respect of such action.

8. Export Credits

8.1 Your requestYou may request us to:

a. discount or negotiate an Export Credit and credit proceeds

immediately before payment is received by the Issuing Bank or upon acceptance of the Documents by the Issuing Bank;

b. confirm an Export Credit on an open or silent basis;

c. transfer or assign the proceeds of an Export Credit,

d. amend or advise an Export Credit; or

e. present Documents to the Issuing Bank for payment without honour or negotiation, and credit proceeds to account(s) specified by you when payment is received from the Issuing Bank.

8.2 DocumentationAny request lodged by you for us to deal with an Export Credit must be accompanied by any documentation requested by us including all Documents called for under the Export Credit and the original Export Credit and any amendments to it.

8.3 Export Credit RightsIn the event that we agree to any request in respect of an Export Credit, you thereby assign and transfer to us all of your Export Credit Rights in respect of that Export Credit as security for payment on demand to us of the Amount Owing. You will not do any act if to do so may waive, vary or diminish or adversely affect in any way your Export Credit Rights. You represent and warrant to us that you have not, and undertake that you will not, assign or encumber or otherwise deal with any of the Export Credit Rights to any other person.

8.4 Your assistanceIf requested by us, you will take all action and execute any documents (including the endorsement of any drafts or other instruments and the giving of notice of the assignment) reasonably required by us, at your cost, to evidence and perfect the assignment of the Export Credit Rights under any applicable law or regulation.

If requested by us, you will take all action and steps and provide all assistance as we may reasonably require at our cost (those costs to be reasonable and agreed with us) including:

a. making a demand;

b. directing any relevant person to make payment under the Export Credit or the related Documents or any contract or agreement in respect of the relevant Goods, services or insurances to us; and

c. initiating and continuing legal action in any court or jurisdiction and conducting such legal proceedings in your name (or allowing us to use your name, failing which we may use our name) and in accordance with our instruction, in connection with any claim by us against any party in respect of the assigned Export Creditor related Documents or any contract or agreement in respect of the relevant goods, services or insurances.

8.5 Assignment to usIf any of the Export Credit Rights are not effectively assigned and transferred to us, you agree and declare that until such date as the remaining interest is effectively assigned and transferred to us, you will hold the remaining interest on trust for our sole benefit.

9 Export Credit Negotiation

9.1 Your warranties and representationsWhenever you give instructions to us, you warrant and represent to us that:

a. all Documents delivered or to be delivered to us in connection with an Export Credit relate to sale of the goods or the provision of services as described in those Documents; and

b. at the time of presentation of the Documents you will have shipped or delivered the goods to, or fully performed the services for, the buyer.

9.2 Delivery of DocumentsWe are not obliged to provide an Export Credit Negotiation until all original Documents in connection with the Export Credit have been delivered to us and we deem them to be acceptable to us.

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9.3 “With” or “without recourse”An Export Credit Negotiation may be concluded on a “with” or “without recourse” basis as specified in the Trade Agreement. Unless the Trade Agreement provides that the negotiation is on a “without recourse” basis, and if the Export Credit has not been duly honoured on presentation for any reason or if payment is not duly made to us on the maturity date for any reason you will pay the Payment Amount to us forthwith on demand by us.

9.4 Our discretionWe are authorised, at our discretion and on such conditions as we think fit, in relation to any Documents discounted or negotiated under an Export Credit to:

a. take conditional acceptances or acceptances for honour and to extend the due date for payment by you or any other person;

b. accept payment from any person before or after maturity in whole or under rebate or discount;

c. accept part payment before maturity and deliver a proportionate part of the goods to the drawee or acceptor of the Bill or the consignee of the Goods;

d. at the request of the acceptor, delay presentation of the Bill for payment or acceptance without affecting your liability to us in respect of such Bill or these Terms; and

e. protest or note the Bill, institute proceedings and take steps for recovery from any drawee, acceptor or endorser of the Bill or any amount due in respect of such Bill, even if we have debited your account with the amount of such Bill.

9.5 Document discrepanciesWhere you have requested us to negotiate or discount the Documents or provide advances against the Documents, we or our correspondent bank may (but are not obliged to) notify you of any discrepancy in or relating to the Documents presented under an Export Credit. If you provide instructions to us to proceed with a claim under the Export Credit notwithstanding the discrepancies and we agree in our absolute discretion to do so and the Bill is then dishonoured or any of the other Documents are not accepted and the claim is not honoured, then, you will repay us on demand:

a. the amount of the Bill or the amount of the claim in each case; and

b. interest on that amount at our current lending rate and margin from time to time for that currency, calculated from the date the draft or claim was negotiated or discounted until the date of repayment; and

c. all costs, fees and charges incurred by us

9.6 InterestWhere we agree to negotiate an Export Credit and credit proceeds to you before payment is received under the Export Credit, you must pay us interest on those proceeds advanced by us from the date of negotiation to the date full payment is received by us as specified in these Terms and in the Trade Agreement.

10 Transfer of Export Credits

10.1 Our discretion to accept your applicationOn application from you, we may agree to transfer a transferable Export Credit where you are the Beneficiary to another Beneficiary (Transferee). Unless you instruct us to the contrary in your application, we will substitute your Bills and invoices for those presented by the Transferee.

10.2 Delivery by you of Export Credit and DocumentsYou must deliver to us any original of the Export Credit and any Documents required under Export Credit to effect payment together with such application. You undertake to deliver to us, on demand, any Documents which are required to be substituted for any of the Transferee’s Documents to ensure compliance with the requirements of the original Export Credit. We are not obliged to act on your application until the Export Credit and all original Documents have been delivered to us and we deem them to be acceptable to us.

If you fail to deliver your Bills and invoices to us in conformity with the terms of the Export Credit, we are authorised to forward the Documents of the Transferee, and in that case we will have no

responsibility to pay you the difference between the amount of the Transferee’s Bills and the amount of your Bills

10.3 After payment is receivedWhen we have received payment under the Export Credit, we will deliver to you the Bills and invoices of the Transferee together with our payment advice for the amount by which the amount received by us exceeds the amount of the Transferee’s Bills, less any expense or charges due to us.

At the time of transfer of the Export Credit by us, you waive and renounce those of your rights and interests as the Beneficiary of the Export Credit as have been transferred, in favour of the Transferee.

10.4 Your responsibilities and agreementIn consideration of us transferring the Export Credit on you application, you:

a. accept full responsibility for the transfer;

b. agree that neither we nor our correspondent banks or agents will be responsible for the description, quantity, quality or value of the Goods shipped and/or the services performed under the transferred Export Credit;

c. agree that neither we nor our correspondent banks or agents will be responsible for the correctness, genuineness or validity of the Documents; and

d. will hold us harmless and indemnified against all losses, liabilities, costs and expenses (including legal expenses on a full indemnity basis and taxes) that may arise from or in connection with the transfer reduced to the extent of our gross negligence, fraud or wilful misconduct.

11. Payment of Assigned Export Credit Proceeds

11.1 Payments irrevocableAll payment instructions given by you to us to pay the Export Credit proceeds to a third party are irrevocable unless otherwise agreed between us, you and the third party. 11.2 Our reliance on payment instructionsWe are authorised to rely on the information contained in all payment instructions delivered to us without being obliged to make any further or independent enquiries into the accuracy of the information provided.

11.3 Our advice to third partiesWe will advise the third party, in such form and manner and in the timeframe when we determine, that we will pay the Export Credit proceeds to the third party on your instructions.

11.4 When our obligations ariseWe will not be under any obligation to pay the Export Credit proceeds to the third party until:

a. Documents are presented under the Export Credit and the claim is honoured by the Issuing Bank; and

b. we have actually received the Export Credit proceeds

We do not add our commitment, either actual or implied, to the arrangements entered into between the third party and you which have resulted in the assignment.

12. Foreign Bills Negotiated Facility

12.1 Your requestYou may request us to discount or negotiate a Foreign Bill. Any request lodged by you for us to negotiate a Foreign Bill must be accompanied by any Documents required for payment under the Foreign Bill and other documentation required by us, including without limitation the completion by you of a ‘Lodgement Authority for Overseas Documentary Bill’ in a form determined by us from time to time. We are not obliged to act on your request until the all Documents and other documents in original form have been delivered to us and we deem them to be acceptable to us.

12.2 Your warranties and representationsYou warrant and represent to us that:

a. the Foreign Bill and all Documents delivered or to be delivered to us in connection with a Foreign Bill relate to sale of the goods or the provision of services as described in those Documents; and

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b. at the time of presentation of the Documents you will have shipped or delivered the goods to, or fully performed the services for, the buyer.

12.3 “With” or “without recourse” A Foreign Bill Negotiated Facility may be concluded on a “with” or “without recourse” basis as specified in the Trade Agreement. Unless the Trade Agreement provides that the negotiation and/or discounting is on a “without recourse” basis, if the Foreign Bill has not been duly honoured on presentation for any reason or if payment is not duly made to us on the maturity date for any reason you will pay the Payment Amount to us forthwith on demand by us.

12.4 Our discretionWe are authorised, at our discretion and on such conditions as we think fit, in relation to any Foreign Bills discounted or negotiated to:

a. take conditional acceptances or acceptances for honour and to extend the due date for payment by you or any other person;

b. accept payment from any person before or after maturity in whole or under rebate or discount,

c. accept part payment before maturity and deliver a proportionate part of the Goods to the drawee or acceptor of the Bill,

d. at the request of the acceptor, delay presentation of the Bill for payment or acceptance without affecting your liability to us in respect of such Bill or these Terms, and

e. protest or note the Bill, institute proceedings and take steps for recovery from any drawee, acceptor or endorser of the Bill or any amount due in respect of such Bill, even if we have debited your account with the amount of such Bill.

12.5 InterestWhere we agree to discount or negotiate a Foreign Bill and credit proceeds to you before payment is received under the Foreign Bill, you must pay us interest on those proceeds advanced by us from the date of negotiation to the date full payment is received by us as specified in these Terms and in the Trade Agreement.

13. Shipping Guarantee/Release of Air Way Bills/Missing Bill of Lading Guarantee

13.1 GeneralYou may request us from time to time to issue, countersign or endorse letters of guarantee or indemnity to shipping companies (or their agents), carriers or consignors of Goods to enable you to obtain replacement bills of lading and/or delivery of Goods. We, at our absolute discretion, may agree to such requests of you, subject to any conditions we may stipulate including without limitation the granting of security by you.

13.2 Dealing with DocumentsYou will:

a. make all reasonable endeavours to obtain the relevant original bills of lading, transport or title documents and, upon receipt, will deliver them to us or as we may direct; and

b. procure that our liability under the letter of guarantee or indemnity is released and the original letter of guarantee or indemnity is returned to us for cancellation.

13.3 Request for release or delivery If you requests us to authorise the release or delivery of a shipment of goods drawn under an Import Credit, and if we agree to that request, this will be treated as if it was payment made by us, and in that event, you:

a. waive all discrepancies that may appear in the Documents and accept all such Documents presented under the relevant Import Credit;

b. will reimburse any payment made by us under the relevant Import Credit irrespective of discrepancies that may appear on the Documents; and

c. authorises us to honour any relevant drawings without examining the presented Documents.

13.4 Your liabilityYou will pay to us all amounts which we may be called upon to pay as a result of:

a. endorsing, countersigning or issuing letters of guarantee or indemnity;

b. authorising the release of Goods covered by air waybills or customs assessment notices or consignments; or

c. delivering air waybills or customs assessment notices or control of consignments to you, on the day on which we make or are required to make that payment.

Before we issue, endorse or countersign a letter of guarantee or indemnity, if requested by us, you will arrange for an issuer acceptable to us to deliver to us a backing letter of guarantee or indemnity in favour of and in terms acceptable to us.

14. Standby Letters of Credit and Bank Guarantees

14.1 Terms of Payment Instrument We may from time to time issue Payment Instruments to third parties as requested by you. Each Payment Instrument will be:

a. in the form acceptable to us from time to time;

b. irrevocable:

c. for a tenor acceptable to us; and

d. in a currency acceptable to us.

You:

a. will examine a draft of the proposed Payment Instrument to be issued by us; and

b. must, within 5 Business Days of receipt of the proposed Payment Instrument from us, notify us of any objection to the terms of the proposed Payment Instrument otherwise you will be deemed to have agreed to the terms and waived any rights to raise objections or pursue any remedies against us in respect thereof.

14.2 Payments by us under a Payment InstrumentWe are entitled to pay to the Beneficiary an amount not exceeding, in aggregate, the maximum amount specified in the Payment Instrument that we believe to have been properly demanded under the Payment Instrument.

We are not obliged to notify you when we receive a demand or make any enquiry of or to take account of or make reference to statements from you or any other person (including without limitation any instruction not to make any payment) prior to making a payment or accepting drafts, claims or drawings under the Payment Instrument.

If we determine that a demand, draft or other document presented under the Payment Instrument does not comply with the terms of the Payment Instrument, we may refuse the demand by notice to the party from which it received the demand. We are not obliged to:

a. notify you of any such determination or refusal or to seek your waiver of any discrepancies before refusing the demand; or

b. seek a waiver at any time on the basis of a decision by us to seek a waiver at any other time in respect of any other discrepancies.

We may, at any time, discharge all our obligations under an unexpired Payment Instrument by paying, whether or not we received a demand, the undrawn amount of the unexpired Payment Instrument (or such lesser amount that the Beneficiary requires) to the Beneficiary. On discharge by us of the unexpired Payment Instrument you will be liable for (and will pay us on demand) all amounts which we have paid to the Beneficiary.

We and our correspondent banks will rely entirely on the face alone of any demand, notice, instruction, draft or other document presented to it under the Payment Instrument in order to determine whether or not to act or there has been a complying presentation under the Payment Instrument.

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14.3 Your liability in respect of Payment InstrumentsYou will pay to us an amount equal to all amounts paid or discharged by us under a Payment Instrument on the day on which we make or are required to make that payment or discharges of our liability.

You indemnify us against, and will pay us on demand the amount of, all and any demands, claims, actions, proceedings, liabilities, payments, interest, costs, charges and expenses (including legal expenses on a full indemnity basis and taxes) which we may suffer, incur or make in connection with the Payment Instrument issued under these Terms, including:

a. in relation to any claim that is made or attempted to be made under the Payment Instrument by the Beneficiary;

b. in relation to any payment to its Correspondent Bank under a counter-indemnity;

c. in relation to any amount which CBA may pay or be required to pay to the Beneficiary on termination of the Payment Instrument;

d. CBA acting on any representations made by you to CBA relating to the Payment Instrument; or

e. any failure, inability or refusal on the part of CBA to honour the Payment Instrument because of a court order or other similar obligation, or because CBA is of the view that a transaction to which the Payment Instrument relates in any way is tainted by fraud or alleged fraud; reduced to the extent of CBA’s gross negligence, fraud or wilful misconduct.

If one of our branches ours is the Beneficiary of a Payment Instrument issued by another of our branches, for the purposes of this clause, the branches will be treated as separate legal entities.

15. Trade Finance Loan Provisions

15.1 Drawdown NoticeWhenever you wish to drawdown a Trade Finance Loan you must give us an irrevocable drawdown notice (Drawdown Notice) that specifies the proposed date of Drawdown which must be a Business Day. We must receive a Drawdown Notice by 11.00am one Business Day before the proposed date of Drawdown (or such other date acceptable to CBA in its absolute discretion). If you give a Drawdown Notice to us later than 11:00am one Business Day before the proposed date of Drawdown, we may (but are not obliged to) use reasonable endeavours to comply with such instructions in accordance with our usual practices from time to time. The requirement of a Drawdown Notice is for our benefit and we may waive the requirement at any time and in any manner.

15.2 Drawdown Notice is irrevocableA Drawdown Notice is irrevocable from the time of its actual receipt by us.

16. Power of attorney If required to carry out your instructions in relation to a credit instrument or collection instrument, each employee or officer of ours may (and, if they do, they are irrevocably appointed your attorney to do so) sign, endorse, negotiate, present or otherwise deal with the credit instruments or collection instruments, or documents required to pay, settle or complete that credit instrument or collection instrument. Each employee acting as your attorney may do so even if it involves a conflict of duty or they or us have a personal interest in doing so.

17. Cash coverThis clause applies if we are entitled to require you to provide cash cover in respect of a credit instrument. If you deposit, or instruct us to transfer, funds to an account of yours (“cash cover account”) to be security for payment of money which we may be called on to pay or which we may pay under a credit instrument, so long as our liability under the credit instrument continues, you shall not be entitled to require payment of all or any part of those funds and you irrevocably authorise us at our discretion to apply all or part of the funds as may be necessary towards payment of any monies which we may pay or be called to pay under that credit instrument. You acknowledge that any variation in the Australian dollar equivalent of the collection instrument is your responsibility and we may require you to increase the amount deposited in that cash cover account.

18. Termination or suspensionWe may immediately terminate this Agreement or suspend your access to and use of Global Trade if your CommBiz service is terminated or your access to your CommBiz service is suspended.

19. Rate of exchange for foreign currency conversionsWhen we provide a foreign exchange service to you for the conversion of one currency to another currency, we will apply the following exchange rate to the transaction (unless otherwise negotiated with the Bank):

Where one of the currencies to be exchanged in your transaction includes Australian dollars (AUD), the exchange rate applied will be as quoted by the Bank on https://www.commbank.com.au/ personal/international/foreign-exchange-rates.html with reference to:

‘Send International Money Transfer’ if your transaction involves you selling AUD and buying a foreign currency, or

‘Receive International Money Transfer’ if your transaction involves you buying AUD and selling a foreign currency.

Where none of the currencies in your transaction includes AUD, please refer to the ‘Foreign Exchange Calculator’ located at the above URL.

Please note that fees and charges may apply to a foreign exchange conversion. Any applicable fees and charges will be set out in the ‘Standard fees and charges for international payments and travel funds’ available on the Bank’s website detailed above.

20. Sending money overseasMoney sent overseas is usually available for payment to the recipient within 3 business days (Australian time) of our accepting your instructions. This timeframe may be extended due to the requirements and practices of overseas banks and regulators and other circumstances beyond the Bank’s control (such as international communications breakdowns and problems or delays in processing of a payment by other banks). Some payments may be subject to delays due to additional screening and processes (e.g. payments to first time beneficiaries).

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