2. TRANSACTIONS THROUGH COMBANK ONLINE SERVICE
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2.1 The Company hereby authorizes the Bank to debit the Company
account/s (existing at the time of this application or subsequently opened by the
Company) with the amount of any transaction made by the use of the ComBank Online
Service with or without the knowledge or any further authority of the Company obtained
therefor.
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2.2 By completing the ComBank Online Service Application form,
the Company gives its authority to accept or act upon any instruction or messages
received by the Bank through ComBank Online Service which purport to come from the
Company or Delegate/s duly appointed by the Company (whether they have been authorized
by the Company or not) and which are authenticated in the way ( if any) described
in the User Documentation accompanied by the Password/s issued to them.
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2.3 The Company does provide data, information, instructions and
messages at its own risk. The Company will ensure that all data transmitted to the
Bank for or in connection with ComBank Online Service is at all times true accurate
and complete. The Company shall immediately inform about any errors, discrepancies
or omissions thereof, if any.
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2.4 The Company shall take the complete responsibility for all
transactions performed processed or effected by using the ComBank Online Service
howsoever effected.
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2.5 The Company shall not attempt to effect transactions executed
through ComBank Online Service unless sufficient funds are available in its account/s.
The Company agrees that transactions scheduled for a future date will only be executed
by the Bank if the sufficient funds are available in the account/s on the relevant
date/s and further agrees that the Bank is under no obligation whatsoever to honor
payment instructions of the Company unless there are sufficient funds in the designated
account/s at the time of receiving payment instructions and/ or at the time such
payments become due.
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2.6 The Company and its Directors shall be jointly and severally
liable for all transactions effected and/or arising from the use of the ComBank
Online Service by any of its Delegate/s.
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2.7 The Company agrees that when the Bank make a payment on its
behalf Bank is not acting as the Company’s agent or attorney or agent or attorney
of the Biller to whom that payment is directed.
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2.8 The Company hereby authorizes the Bank, to record at the sole
discretion of the Bank by whatever means the transactions which the Company or Delegate/s
perform through ComBank Online Service and such records can be used by the Bank
for the purpose of, inter alia, establishing or verifying that a particular transaction
was effected through the use of user IDS and passwards.
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2.9 The Company shall specifically agree and accept the Bank’s
records and statements of all transactions processed and/ or effected by using ComBank
Online Service as final and conclusive and binding on the Company for all purposes.
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3. SECURITY CONTROL
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3.1 The Company takes the full responsibility to obtain and maintain
all the equipments that are necessary for using ComBank Online Service in proper
working condition and with sufficient safeguards against any malpractices and malicious
uses and threats to such equipments or to ComBank Online Service.
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3.2 The Company specifically undertakes not to access ComBank Online
Service using defective inferior or insecure equipments or in any manner which might
adversely affect the smooth functioning ComBank Online Service.
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3.3 The Company hereby undertakes the total responsibility for
the Company the passwords assigned to the Company or its Delegate/s soon after accessing
the ComBank Online Service for the first time and at regular intervals thereafter.
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3.4 The Company undertakes to set up and maintain sufficient measures
to safeguard the ComBank Online Service from disclosure to and from access or use
by anyone who is not authorized to do so.
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3.5 The Company shall immediately inform the Bank of any authorized
use of the passwords and user IDs by anybody if the Company gets to know the same.
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4. INTELLECTIAL/INTELLECTUAL PROPERTY RIGHTS AND OTHER RIGHTS
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4.1 The Company agrees that ComBank Online Service shall remain
the sole property of the Bank at all times and will not copy the ComBank Online
Service or any of the information , techniques, data or designs relating thereto.
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5. OBLIGATION OF CONFIDENTIALITY
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5.1 The Company shall keep all User ID and Password/s assigned
thereof strictly confidential and undertake not to divulge such numbers to any person
at anytime or under any circumstances.
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5.2 The Company shall keep all information, techniques, data or
designs relating to ComBank Online Service Completely confidential. The Company
shall not disclose any of them to any other party.
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5.3 The Company’s obligations in connection with confidentiality
will continue indefinitely. The Company specifically agrees that such obligation
will continue upon the expiry or termination of these presents.
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6. BANK CHARGES AND PAYMENTS
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6.1 The company does herby authorizes the Bank to debit its account/s
with all charges pertaining to transactions made through ComBank Online Service
and also with any other liabilities of legal fees or other statutory charges to
be imposed by the Government relating to the use of ComBank Online Service.
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6.2 The Company agrees that the Bank at its sole discretion is
entitled to revise the charges for ComBank Online Service at any time without any
prior notice.
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7. LIABILITIES OF LOSS
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7.1 The Company shall not hold the Bank liable for any loss incurred
by the use of user IDs and passwords issued to the Company or to Delegates or any
substitutes thereon used with or without company authority.
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7.2 The Bank shall not be responsible for any loss or damage nor
for any loss of profits, loss of contracts, financial losses, loss of data or loss
of goodwill incurred or suffered by the company as a result of non acceptance of
and/or non adherence to instructions given on ComBank Online Service for any reason
whatsoever.
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7.3 The Company specially agrees that in case of payment made for
goods or services offered by third parties, the bank cannot and does not take responsibility
or liability on the quality, quantity on time delivery of goods or services such
offered.
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7.4 Notwithstanding anything to the contained herein before or
of the provisions of any law or any other agreement between the parties hereto the
company agrees and accept that a statement with a certification from two officers
of the bank shall be admissible in evidence against it in all legal and other proceedings
between the bank and company in respect of any matter whether such matter arise
under these instrument or otherwise and such a statement (whether computer generated
statement or otherwise) shall be final binding and conclusive between the parties
for all purpose until and unless the company proves otherwise.
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7.5 The Company agrees that the Bank shall not be liable to it
for any loss or damage whatsoever which the company may suffer if the Bank is delayed
or prevented from providing it with ComBank Online Service or any other service
by reason of strikes, industrial disputes, failure or suspension of power supplies
or telecommunication system errors or other system errors or equipment failures
or any other causes beyond the bank’s control of the Bank, including technical causes
in the Bank’s computer or software system, whether such causes constitute force
majeure or not.
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7.6 The Company agrees that the Bank may use its reasonable efforts
to act on a request by it for cancellation or amendment of a payment or other instruction
prior to the bank’s execution of such instruction, but the Bank shall not be liable
in any manner howsoever if such cancellation or amendment is not effected.
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8. OPERATION OF COMBANK ONLINE SERVICE BY A THIRD PARTY/IES
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8.1 The Bank shall not be responsible for any loss or damage incurred
by the Company as a result of and act of the Delegate/s appointed for ComBank Online
Service.
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8.2 The Company hereby authorize the Bank to debit any of its account/s
with the amount of any transaction performed by the company or any Delegate/s appointed
by the Company.
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8.3 The Company agrees to pay any charges/payments due to the Bank
on transactions/functions performed by the Company or any Delegate/s by using ComBank
Online Service.
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9. AMENDING THE TERMS AND CONDITIONS
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9.1 The Bank shall at any time be entitled to amend, supplement
or vary any of the terms and conditions with or without notice to The Company and
such amendment, supplement or variation shall be binding on the Company.
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9.2 The Bank shall determine the privileges attached to the use
of the ComBank Online Service and shall have absolute discretion to change, vary,
add or amend these privileges and conditions attached thereto from time to time
as the Bank shall deems fit.
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9.3 The Bank shall attach or detach any accounts opened in the
name of the Company subsequent to this application. The Company agrees and acknowledges
that such attachment or detachment can be due to prevailing rules and regulations
of the Bank from time to time.
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9.4 The Bank shall, from to time introduce new facilities/options
into ComBank Online Service. The company hereby agrees to be abide by the terms
and conditions applicable to such services, through added subsequent to the activation
of the User IDs whether or not the Company expressly register to avail such services.
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9.5 In case if the Bank requires the Company to register for a
specific service provided by ComBank Online Service, the Company undertakes to adhere
to such registration to avail such service. The Company also agrees any such request
for subsequent registration becomes an integral part of this agreement.
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10. The use of the ComBank Online Service shall be subject to the
all laws and regulations relating to the such industry imposed by the government
from time to time and Bank’s Memorandum and Articles of Association, rules, regulations
and any terms and conditions governing all services imposed by the Bank from time
time.
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11. The Bank shall have the full discretion to cancel, withdraw
or renew the ComBank Online Service without any prior notice or any reasons given
to the Company in the event that the Company decides to terminate the use of ComBank
Online Service, or to terminate the services of Delegates/s of the Company it shall
give the Bank not less than 7 days prior notice in writing. In case of terminations
the Company undertakes to return any property or document relating to ComBank Online
Service which are given to the Company by the Bank and obtain a valid receipt therefor.
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12. INDEMNITY
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The Company hereby specifically agrees and irrevocably hold Commercial Bank PLC
indemnified and save harmless against any losses, charges, suites, claims, expenses
and damages that Commercial Bank PLC shall or may be caused, sustained, incurred
or suffered by the Bank which shall or may arise directly or indirectly out of or
in connection with the Combank online facility consequent to any failure, breach,
negligence, commission omission or representation on the part of the company or
its delegate/s unless due to the willful default of the Bank and this indemnity
shall continue to be void and effectual notwithstanding the expiry or termination
of these presents
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13. TERMINATION
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Either party may terminate ComBank Online Service and this agreement on thirty (30)
days’ notice in writing to the other party provided that the Bank shall be entitled
to terminate this agreement immediately in the event material breach of it by the
Company or upon closure of the Company account/s with the Bank.
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14. GOVERNING LAW AND JURISDICTION
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This agreement shall be governed by the laws of Sri Lanka and parties hereto submit
to the excusive jurisdiction of the courts of Sri Lanka having jurisdiction over
the place in which the Registered Office of the Bank is situated at the time of
institution of legal proceedings.
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AGREEMENT RELATING TO ISSUING OF THE LETTER OF CREDIT
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You and or your agents and or representatives are not liable or responsible in any
way for the genuineness, regularity, form, sufficiency, accuracy, falsification
or legal effect of such documents. If apparently in order. In consideration of such
payment or payments being made at My/Our request I/We agree to reimburse you immediately
on your application the amount of such payment or payments together with all charges
including interest at the rate of ….…% per annum from the date of payment or payments
until the approximate date of the arrival of the return remittance at its destination
(this rate being subject to alterations from time to time without notice to Me/Us)
and commission at the rate of …….% plus the commission and all charges of your correspondents,
if any. The invoice , Bills of Lading and Insurance Policies and above mentioned
shall be held by you by way of security for the said reimbursement and I/We undertake
to deposit with you from time to time further collateral security as and when you
may require and in the event at any time or times of the depreciation of the market
price of any of the securities aforesaid I/We undertake to provide you with additional
securities to your satisfaction. Provided nevertheless that you shall be at liberty
at your discretion at any time and without marking previous application for reimbursement
to sell or caused to be sold any merchandise the subject of such documents and or
any of the securities aforesaid in such manner and at such time and places as you
shall think fit and either by auction or private sale at your option and to apply
the net proceeds (after deducting freight and insurance premium if paid by and all
charges together with the usual. Merchants commission to which you are entitled)
towards reimbursement of such payment or payments aforesaid.
The bank may in its discretion and without giving prior notice to me/us convert into
Sri Lanka Rupees the foreign currency amounts equivalent on all drafts and documents
negotiated under this letter of credit at the prevailing rate of exchange at any time
before or after the receipt of the said drafts and documents.
And I/We hereby agree on demand to pay to you the amount of any deficiency accepting
your account current as conclusive evidence of the amount due by Me/Us to you. I
/We further undertake that if any amount recoverable or recovered under any insurance
Policies be received by Me/Us it shall be held by Me/Us in trust on your behalf
and paid to you on demand.
It is agreed that My/Our liability hereunder is not to be affected in any manner
whatsoever by and you will not be responsible for any loss or damage which may happen
to any such merchandise during its transit and or after its arrival, and or the
non insurance or improper or inadequate insurance there of and/or deficiency in
the quality, quantity, weight, or value thereof and or stoppage or detention thereof
by the shipper or any other person whomsoever.
It is further agreed that this agreement cannot be either revoked or altered in
any way except in writing with your express consent.
And I/We further declare that this agreement shall not be affected by MY DEATH/OUR
OR ANY OF OUR DEATHS but shall remain in full force and effect and shall continue
to be binding notwithstanding any change which may from time to time take place
by death or otherwise howsoever in the partners or constitution of My/Our firm and
or company and that this agreement does not supersede but is in addition to any
letter of Hypothecation already signed or which may hereafter being signed by Me/Us
in your favor.
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The Company hereby agrees to be bound itself and its successors to the above terms,
conditions and indemnity.
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