We refer to our Agreement dated the [DATE] day of [MONTH], [YEAR] in respect of your purchase from us of [QUANTITY] tons of [GRADE] Product FOB/CFR/CIF (the “Agreement”) on vessel “[VESSEL NAME]”, bill of lading date [B/L DATE].
In consideration of your making payment of US dollars [U.S. DOLLAR AMOUNT] for [QUANTITY] tons of the said Product in accordance with the Agreement and having agreed to accept delivery of the cargo without having been provided with [insert the relevant documents as set out in Section 49] (the “Documents”), we hereby represent and warrant all of the following:
(i) The existence and validity of the Document;
(ii) That we are entitled to possession of the Document;
(iii) That we were entitled to procession of the Product;
(iv) That we had good title to such Product;
(v) That title in the Product has been passed as provided in the Agreement to you free of all liens, charges or encumbrances of whatever kind;
(vi) That you will have the benefit of the warranty as to enjoyment of quite procession implied by law in the Agreement but within prejudice to any other warranty so implied.
Without prejudice to your rights under the Agreement we hereby agree to protest, indemnity and hold you harmless from against any and all damages, losses, liabilities, cost, claims and reasonable expenses with you may suffer by the reason of our failure to present the Documents to you in accordance with the Agreement; and any action or proceeding bought or threatened against you by reason of said failure and any breach of our above express representations and warranties in connection with questions of title to or the right to possession of the Documents or the cargo or the proceeds of either; or any liens, charges or encumbrances asserted on the Documents or the cargo or any other claims arising out of or in connection with the documents.
Our liability hereunder shall remain in full force and effect unless and until we provide you with the Documents, which we irrevocably agree to provide to you as soon as the same have come into our possession.
If the Special Provisions provide for English law, no term of this indemnity is intended to or does confer a benefit or remedy on ant Party other than the named Buyer under the Agreement whether by virtue of the Contracts (Right of Third Parties) Act 1999 or however.
This indemnity shall be governed by and construed in accordance with the law governing the Agreement, and any disputes that cannot be settled by mutual agreement shall be subject to the exclusive jurisdiction of the applicable forum specified in the Agreement.