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Guarantee And Indemnity Contract Of Sale for Singapore

Guarantee And Indemnity Contract Of Sale Template for Singapore

A Guarantee and Indemnity Contract of Sale under Singapore law is a legally binding agreement where a guarantor provides security for the performance of obligations arising from a sale contract. The document combines both guarantee and indemnity provisions, offering comprehensive protection to the beneficiary under Singapore's robust commercial law framework. It is governed by the Contracts Act, Sale of Goods Act, and Civil Law Act, requiring specific formalities for enforceability.

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What is a Guarantee And Indemnity Contract Of Sale?

The Guarantee And Indemnity Contract Of Sale is utilized when additional security is required for sale transactions in Singapore. This document is particularly relevant when there's a need to secure the performance of a seller's obligations or when the buyer requires additional assurance beyond the primary sale agreement. It combines both guarantee and indemnity elements, providing comprehensive protection under Singapore's legal framework. The document typically includes detailed provisions on the scope of guaranteed obligations, enforcement mechanisms, and remedies available to the beneficiary.

What sections should be included in a Guarantee And Indemnity Contract Of Sale?

1. Parties: Identification of all parties including guarantor, principal debtor, and beneficiary

2. Background: Context of the underlying sale transaction and guarantee requirement

3. Definitions: Key terms used throughout the document including definitions from relevant Singapore legislation

4. Guarantee Obligations: Scope and extent of guarantee obligations in accordance with Civil Law Act requirements

5. Indemnity Provisions: Terms of indemnification and circumstances triggering indemnity

6. Continuing Security: Provisions establishing the guarantee as a continuing security

7. Representations and Warranties: Statements and assurances from the guarantor regarding capacity and authority

8. Duration and Termination: Period of guarantee and conditions for termination

9. Enforcement: Rights and remedies of the beneficiary in case of default

10. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction provisions

What sections are optional to include in a Guarantee And Indemnity Contract Of Sale?

1. Security Provisions: Additional security arrangements when further security is required beyond the guarantee

2. Assignment Clause: Rights to assign the guarantee, to be included when assignment rights are needed

3. Joint and Several Liability: Multiple guarantors' liability provisions when there are multiple guarantors

4. Currency Provisions: Specific provisions for foreign currency transactions when dealing with international sales

5. Corporate Authorization: Additional provisions required when the guarantor is a corporation

What schedules should be included in a Guarantee And Indemnity Contract Of Sale?

1. Schedule 1 - Principal Agreement: Details of the underlying sale agreement being guaranteed

2. Schedule 2 - Guaranteed Obligations: Detailed list of obligations covered by the guarantee

3. Schedule 3 - Security Documents: List and details of any additional security documents

4. Schedule 4 - Form of Demand: Standard form for making demands under the guarantee

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Singapore

Publisher

Genie AI

Document Type

Guarantee Agreement

Sector

Banking

Cost

Free to use

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