DOWOO ENGINEERING & CONSTRUCTION (THAILAND) CO., LTD
87/1Captal Tower, All Season Place, 16h Floor unit 1604-6 Lumpini sub district . Patumwan district, Bangkok, Thailand.
Dear Sirs:
Pursuant to the Subcontract, Seagate Karat new drive building # 6 project HVAC DUCT WORKS (the “Subcontract” date……………….., 2015 between DOWOO ENGINEERING & CONSTRUCTION ( THAILAND),having its principal office 87/1 Capital Tower, All Season Place, 16th floor unit 1604-6 Lumpini sub -district, Patumwan district, Bangkok, Thailand (the “Contractor”) and SPB ENGINEERING.CO.LTD, having its principal office at 156 M’4 T. PHAYOM A. WANGNOI, AYUTTHAA, THAILAND 13170. SPB ENGINEERING.CO.LTD relating to SEAGATE NEW DRIVE BILDING 6 PHASE 2 CONSTRUVTION to be located in KORAT, ,Thailand, and as the guarantors for the performance of the Subcontractor’s obligations under the Subcontract, we, Bangkok bank Public company, a company incorporated in accordance with the laws of Thailand, whose principal office is located at (insert the address of bank) ( the “Guarantor”), hereby establish our irrevocable Guaranty, Number [Insert number of performance security] , in your favor and for the account of the Subcontractor, for an amount not to exceed [……………] Thai baht (THB [*]) (the “Maximum Amount”), available immediately which the purpose, nature and terms of debt incurred by Subcontractor as specified in the Subcontract.
Capitalized terms used in this Guaranty shall have the meanings given to them in the Subcontract except as otherwise expressly defined herein.
1. We hereby agree to make payment to the Contractor upon out receipt of the Contractor’s first written demand stating:
(a) The amount to be paid to the Contractor,
(b) That such amount is due to the subcontractor pursuant to the Subcontractor pursuant to the Subcontract, and
(c) That a Notice of Subcontractor Default, or a notice of a failure to pay a debt due and payable, was previously given to the Subcontractor.
2. Partial drawings hereunder are permitted.
3. We shall be entitled to rely and shall rely upon the demand of the Contactor presented hereunder and shall be under no duty to not shall we enquire into any circumstances relating to any demand. We hereby agree to make such payment notwithstanding any claims, demands or objections by or court order or injunction obtained by the Subcontractor any other party whatsoever.
4. We hereby waive any right we any have of first requiring the Contractor to pursue its legal remedies against the Contractor and waive any presentment demand, protest or notice of any kind whatsoever.
5. We hereby agree that the subcontract may be modified, amended or supplemented without our consent in any manner and agree that no such modification, amendment or supplement shall release, affect or impair our liability under this Guaranty.
6. Our obligations hereunder are continuing, absolute and unconditional irrespective of:
(a) The validity, regularity, enforceability of value of the Subcontract and will not be in any way affected by ay actions or circumstances which might constitute a legal or equitable discharge or defense of a guarantor or surety, all of which are hereby expressly waived by us:
(b) Any disability, incapacity or change in the constitution of ourselves, the Subcontractor or
(c) The liquidation, dissolution or insolvency of ourselves, the Subcontract or.
7. Our payments hereunder shall be made to the bank account designated by the Contractor, free and clear of and without reduction by reason of any and all present and future taxes, levies, charges or withholdings whatsoever, imposed or collected with respect thereto.
8. This Guaranty shall be effective on and as of the date hereof and shall remain valid and in full force and effect until (unless otherwise extended in accordance with the provisions hereof) the date (the “expiration Date”) on which the first of the following occurs:
(a) 5:00 p.m. on [insert the date of Work completion plus thirty days] (“Scheduled Expiration Date”);
(b) The date on which we receive, at our address mentioned in the first paragraph hereof, written notice from Contractor that the Acceptance Date has occurred:
(c) The date on which we receive confirmation from the Contractor that the Maximum amount has been reduced to zero:
(d) The date on which we have honored a drawing or drawings in an aggregate amount equal to the Maximum Amount: or
(e) Upon the receipt by us of a notice signed by the Contractor stating that all liabilities of the subcontractor under the subcontract have been satisfied or have expired, the Scheduled Expiration Date shall be extended to the date that is three (3) months after such scheduled expiration Date (or, in the event that such date is not a business Day, the Business Day immediately preceding such date)
9. Despite paragraph 1, we shall notify the Contractor in writing not less than twenty-five (25) days prior to such Scheduled Expiration Date if we have not received notice from Contra