The Guarantee And Indemnity Contract Of Sale is a specialized legal instrument used in Malaysian commercial transactions where additional security is required for a sale contract. This document is typically employed when a buyer seeks extra assurance regarding the seller's performance of obligations, particularly in high-value transactions or where the seller's financial standing requires additional security. The document combines elements of a guarantee (where a third party promises to fulfill the seller's obligations if they default) and an indemnity (protecting against losses), all within the context of a sale transaction. It must comply with Malaysian legal requirements, particularly the Contracts Act 1950, Stamp Act 1949, and relevant commercial legislation. This document is especially relevant in business transactions involving substantial assets, ongoing supply arrangements, or significant commercial risks where the buyer requires additional protection beyond the seller's direct commitments.
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1. Parties: Identification of the Guarantor, Principal Debtor (Seller), and Beneficiary (Buyer)
2. Background: Context of the underlying sale transaction and the purpose of the guarantee and indemnity
3. Definitions: Key terms used throughout the agreement including Guaranteed Obligations, Sale Contract, and Indemnified Matters
4. Guarantee: The primary guarantee obligations, including the scope and extent of the guarantee
5. Indemnity: The indemnity provisions and circumstances triggering the indemnity obligations
6. Nature of Guarantee and Indemnity: Specification that the guarantee and indemnity are continuing, unconditional and irrevocable
7. Guarantor's Representations and Warranties: Statements about the Guarantor's capacity and authority to enter into the agreement
8. Principal Debtor's Covenants: Obligations of the principal debtor regarding the underlying sale contract
9. Preservation of Rights: Provisions ensuring the guarantee remains valid despite variations to the underlying contract
10. Payments: Terms regarding the timing, method, and currency of payments under the guarantee
11. Costs and Expenses: Allocation of costs related to the preparation and enforcement of the guarantee
12. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes
1. Security: Additional security provisions if the guarantee is secured against specific assets
2. Joint and Several Liability: Required when there are multiple guarantors
3. Assignment and Transfer: Provisions regarding the ability to transfer rights under the guarantee, if permitted
4. Corporate Guarantor Provisions: Additional provisions required when the guarantor is a company
5. Currency Indemnity: Required for international transactions involving multiple currencies
6. Tax Gross-up: Provisions for tax implications of guarantee payments
7. Default Interest: Terms for interest on late payments under the guarantee
1. Schedule 1 - Sale Contract Details: Details of the underlying sale contract being guaranteed
2. Schedule 2 - Guaranteed Obligations: Detailed description of the obligations covered by the guarantee
3. Schedule 3 - Security Details: Description of any security provided by the guarantor
4. Schedule 4 - Form of Demand: Standard form for making demands under the guarantee
5. Schedule 5 - Conditions Precedent: List of documents and conditions required before the guarantee becomes effective
6. Appendix A - Corporate Authorizations: Copies of relevant corporate approvals where guarantor is a company
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