(完整版)见索即付保函统一规则(URDG758)
见索即付保函统一规则(URDG758)介绍=上海
Article 1 Application of URDG
Apply to any demand guarantee or counter-guarantee that expressly
indicates it is subject to them, except modifies or excludes them.
a demand guarantee or counter-guarantee is issued subject to the
URDG, the instructing party is deemed to have accepted the rights and obligations expressly ascribed to it in these rules.
8
URDG758
Article 2 Definitions expiry means the expiry date or the expiry event or, if both are specified, the earlier of the two; • expiry date means the date specified in the guarantee on or before which a presentation may be made; • expiry event means an event which under the terms of the guarantee results in its expiry, whether immediately or within a specified time after the event occurs, for which purpose the event is deemed to occur only: a. when a document specified in the guarantee as indicating the occurrence of the event is presented to the guarantor, or b. if no such document is specified in the guarantee, when the occurrence of the event becomes determinable from the guarantor's own records. ☺Valid until 30 days after delivery evidenced by cargo receipt ?
见索即付保函统一规则URDG758介绍=上海资料
Applicant
Beneficiary
Counter Guarantor
Guarantor
•Can guarantor issue a guarantee acting for its own account?
4
URDG758
Article 2 Definitions •Presentation means the delivery of a document under a guarantee to the guarantor or the document so delivered. It includes a presentation other than for a demand, for example, a presentation for the purpose of triggering the expiry of the guarantee or a variation of its amount. •Document means a signed or unsigned record of information, in paper or in electronic form, that is capable of being reproduced in tangible form by the person to whom it is presented. In these rules, a document includes a demand and a supporting statement.
•URDG 1992 version or 2010 version?
•Can the URDG apply where not expressly incorporated in a guarantee?
见索即付保函统一规则(URDG758)
《见索即付保函统一规则》《见索即付保函统一规则2010》（The Uniform Rules for Demand Guarantees ICC Publication . 2010 Edition），国际商会第758号出版物，简称（URDG758）是国际商会在URDG458基础上，借鉴近年来保函及相关业务实践发展经验，引入全新的术语体系修订的，2009年12月3日公布，于2010年7月1日正式实施。
第1条URDG的适用范围a．见索即付保函统一规则（简称“URDG”）适用于任何明确表明适用本规则的见索即付保函或反担保函。
除非见索即付保函或反担保函对本规则的内容进行了修改或排除，本规则对见索即付保函或反担保函的所有当事人均具约束力。
b．如果应反担保人的请求，开立的见索即付保函适用URDG，则反担保函也应适用URDG，除非该反担保函明确排除适用URDG。
但是，见索即付保函并不仅因反担保函适用URDG而适用URDG。
c．如果应指示方的请求或经其同意，见索即付保函或反担保函根据URDG开立，则视为指示方已经接受了本规则明确规定的归属于指示方的权利和义务。
d．如果2010年7月1日或该日期之后开立的见索即付保函或反担保函声明其适用URDG，但未声明是适用1992年本还是2010年修订本，亦未表明出版物编号，则该见索即付保函或反担保函应适用URDG2010年修订本。
第2条定义在本规则中：通知方指应担保人的请求对保函进行通知的一方；申请人指保函中表明的、保证其承担基础关系项下义务的一方。
申请人可以是指示方，也可以不是指示方；申请指开立保函的请求；经验证的当适用于电子单据时，指该单据的接收人能够验证发送人的表面身份以及所收到的信息是否完整且未被更改；受益人指接受保函并享有其利益的一方；营业日指为履行受本规则约束的行为的营业地点通常开业的一天；费用指适用本规则的保函项下应支付给任何一方的佣金、费用、成本或开支；相符索赔指满足“相符交单”要求的索赔；相符交单保函项下的相符交单，指所提交单据及其内容首先与该保函条款和条件相符，其次与该保函条款和条件一致的本规则有关内容相符，最后在保函及本规则均无相关规定的情况下，与见索即付保函国际标准实务相符；反担保函无论其如何命名或描述，指由反担保人提供给另一方，以便该另一方开立保函或另一反担保函的任何签署的承诺，反担保人承诺在其开立的反担保函项下，根据该受益人提交的相符索赔进行付款；反担保人指开立反担保函的一方，可以是以担保人为受益人或是以另一反担保人为受益人，也包括为自己开立反担保函的情况；索赔指在保函项下受益人签署的要求付款的文件；见索即付保函或保函无论其如何命名或描述，指根据提交的相符索赔进行付款的任何签署的承诺；单据指经签署或未经签署的纸质或电子形式的信息记录，只要能够由接收单据的一方以有形的方式复制。
见索即付保函统一规则urdg_758中英文
URDG 758The URDG 758 are the Uniform Rules for Demand Guarantees - effective 01 July 2010.ForewordThis revision of ICC's Uniform Rules for Demand Guarantees (URDG) is the first since the rules were developed by ICC in 1991. The original rules, URDG 458, gained broad international acceptance in recent years following their incorporation by the World Bank in its guarantee formsand their endorsement by UNCITRAL and leading industry associations, such as FIDIC.This first revision of the rules was meticulously prepared over a period of two and a half years, and is the result of a collective effortby a number of ICC constituent groups. It was developed as a jointproject by two ICC commissions - the Banking Commission and the Commission on Commercial Law and Practice - therefore taking into account the legitimate expectations of all relevant sectors. ICCnational committees contributed substantially to the final product: some52 national committees submitted several hundred pages of valuable suggestions on successive drafts, a number of which were incorporated into the final text.The ICC Task Force on Guarantees, which consisted of 40 members from 26 countries, reviewed the various drafts and added their own suggestions. The URDG Drafting Group, ably chaired by Dr Georges Affaki, met on a number of occasions, carefully reviewed all comments submitted by national committees and the Task Force and developed the final draft.This collective effort has borne fruit; it has produced rules thatreflect a broad consensus among bankers, users and all members of the guarantee community. In fact, the present revision of the URDG does not merely update the existing rules. It is the result of an ambitiousproject to create a new set of rules for the twenty-first century thatis clearer, more precise and more comprehensive. As such, URDG 758 is destined to become the standard text for demand guarantees worldwide.Jean RozwadowskiSecretary GeneralInternational Chamber of CommerceJanuary 2010IntroductionThe new URDG 758 succeed URDG 458. Over 17 years of practice (1992 - 2009), URDG 458 proved to be both successful and reliable. They wereused by banks and businesses across continents and industry sectors.URDG 458 were endorsed by international organizations, multilateralfinancial institutions, bank regulators, lawmakers and professional federations. In contrast to the failed Uniform Rules for ContractGuarantees (URCG 325), URDG 458 reflected the reality of theinternational demand guarantee market and struck the most reasonable balance between the interests of all the parties involved. By choosingto instruct a guarantor to issue a demand guarantee subject to URDG, applicants renounced their ability to obstruct payment for reasonsderived from their relationship with the beneficiary. In turn,beneficiaries were expected to state in general terms - but not tojustify, establish or prove - the nature of the applicant's breach inthe performance of the underlying relationship. Finally, because ademand guarantee is an independent undertaking, guarantors were assured that their commitment was subject to its own terms. They were insulated from the performance contingencies of the underlying relationship.Their incremental use, backed by the support of ICC, enabled URDG 458 to make a critical contribution towards levelling the playing fieldamong demand guarantee issuers and users regardless of the legal, economic or social system in which they operate.Yet, URDG 458 formed the first attempt by ICC to codify independent guarantee practice. Over the years, the application of their provisionsshed light on the need for drafting adjustments, clarifications,expansion of scope or clear corrections of the adopted standard. Views reported to the ICC Task Force on Guarantees from URDG users worldwide provided the necessary material to launch a revision of URDG 458 that both the lapse of time and the evolution of practice made necessary. The revision was launched in 2007 and was conducted under the aegis of both the ICC Banking Commission and the Commission on Commercial Law and Practice (CLP).The ICC Task Force on Guarantees, the standing expert body created by ICC in 2003 to monitor international guarantee practice, acted as a consultative body to a Drafting Group that produced five comprehensive drafts during the two and a half year revision process. Each draft was submitted for review and comments to ICC national committees. Over 600sets of comments were received from a total of 52 countries and were thoroughly examined. These comments were instrumental in shaping the new rules. Regular progress reports were presented to meetings of each ofthe ICC commissions considering the rules and were comprehensively debated. This method ensured that the revision takes into account views received from a broad cross-sector of concerned parties.The resulting URDG 758 were adopted by the ICC Executive Board on 3 December 2009, following endorsement by the members of the two sponsoring commissions. They will come into force on July 1, 2010. Thenew rules apply to any demand guarantee or counter-guarantee where incorporated by reference in the text. They can also apply as tradeusage or by implication from a consistent course of dealing between the parties to the demand guarantee or counter-guarantee where so providedby the applicable law.The new URDG 758 do not merely update URDG 458; they are the result of an ambitious process that seeks to bring a new set of rules fordemand guarantees into the 21st century, rules that are clearer, moreprecise and more comprehensive.Clearer URDG. The new URDG 758 aim for clarity. They adopt the drafting style of ICC's universally accepted Uniform Rules forDocumentary Credits (UCP 600) by bringing together the definitions ofterms in one article. They also bring a much needed clarification of the process according to which a presentation will be checked for conformity.More precise URDG. A number of the standards contained in URDG 458 left a margin for interpretation that varied according to the particularfacts of the case. This was particularly true for the terms "reasonabletime" and "reasonable care". The new URDG have excluded all imprecise standards with an aim to foster certainty and predictability. Examplesare time durations for the examination of a demand, the extension of a guarantee in the case of force majeure, and the suspension of theguarantee in the case of an extend or pay demand.More comprehensive URDG. Important practices were left out of URDG 458. This was particularly the case for the advice of a guarantee, amendments, standards for examination of presentations, partial,multiple and incomplete demands, linkage of documents, and transfer of guarantees. In addition, there was only fragmentary treatment ofcounter-guarantees. What was understandable at the time of the firstattempt to codify demand guarantee practice can no longer be accepted 17 years later. The new URDG 758 now cover all of these practices and make clear that provisions governing guarantees apply equally to counter-guarantees.Balanced URDG. The new URDG 758 endorse and build on the balanced approach that characterized URDG 458. For example:- The beneficiary is entitled to payment upon presentation of a complying demand without the need for the guarantor to seek theapplicant's approval. The new URDG also correct an unfair situation that would have left the beneficiary without recourse to the guarantee in thecase of force majeure if its expiry coincided with the interruption ofthe guarantor's business.- The guarantor's independent role is expressed in stronger andclearer terms and, more importantly, it is now expressed in exclusively documentary terms. The new URDG expect the guarantor to act diligently.For instance, a guarantor is expected to reject a non-complying demandwithin five business days by sending a rejection notice that lists allof the discrepancies; otherwise, the guarantor will be precluded fromclaiming that the demand is non-complying and will be compelled to pay. Largely accepted in documentary credit practice under the UCP, the preclusion sanction is necessary to discipline unfair practices thatwork to the detriment of the beneficiary.- The applicant's right to be informed of the occurrence of the keystages in the lifecycle of the guarantee is acknowledged in the newrules. However, this information should not be a prerequisite forpayment when a complying demand is presented.Innovative URDG. The new URDG 758 feature a number of innovations dictated by the development of practice and the need to avoid disputes.An example is the new rule that proposes a substitution of currencieswhen payment in the currency specified in the guarantee becomes impossible. Another example is the new termination mechanism for guarantees that state neither an expiry date nor an expiry event. Thissolution is expected to reduce the number of open-ended guarantees that severely penalize applicants and are incompatible with the banks'capital requirements.The Guide. The rationale, preparatory work and interpretation ofeach article of the new URDG 758 can be found in a separately releasedGuide to the rules (ICC Publication No. 702).The new URDG 758 package. The new rules are accompanied by a model guarantee and counter-guarantee form featured at the end of this publication. They are destined to evolve into an indispensable companionto the new URDG 758 and their users. Experience shows that a comprehensive ready-to-use package that combines both the rules and model forms is more attractive to users than the previously separate ICC publications Nos. 458 and 503. It should also be conducive to more harmonized a practice.In drafting the new URDG 758 model guarantee form, a unitary approach was preferred to one that would have consisted of multipleforms linked to the purpose of each guarantee. Tender, performance, advance payment, retention money, warranty and other types of demand guarantees share the same nature and have similar features. This was evidenced by the five nearly identical basic model guarantee forms inICC publication No. 503 that accompanied URDG 458. Of course, URDG 758 users have the option of enriching the unitary model form with one ormore of the clauses proposed at the end of this publication such as the reduction of amount clause for advance payment guarantees or even drafting any other clause outright.A final message: the need for clear drafting. Clear drafting is the linchpin of a successful international demand guarantee practice. Thishas proven to be the case over time and across cultures and industry sectors. Using the new URDG 758 model guarantee form levels the playing field and avoids misunderstandings. As such, it will hopefullysignificantly curb the worrying tendency that a few courts have shown in recent years to re-characterize demand guarantees as accessory suretyships - or the reverse. While sometimes warranted by the ambiguous terms used by the parties, such interference has considerablydestabilized the international guarantee market by adding a particularly prejudicial element of uncertainty. Such a regrettable situation can beremedied by a consistent use of URDG 758 and their accompanying model form in any type of demand guarantee or counter-guarantee or, indeed,any other independent undertaking.Acknowledgments. I would like to express my deep appreciation tothe members of the ICC Task Force on Guarantees*, the ICC national committees and members of both the Banking Commission and CLP for their guidance, support and constructive participation in the revision. The Guarantees Department of RZB was very helpful in processing the hundreds of national comments received throughout the revision process and compiling them for the Drafting Group's review.It was my privilege to chair the Drafting Group that undertook the revision. The members of the Drafting Group are listed below in alphabetical order:Roger Carouge (Germany), Sir Roy Goode (United Kingdom),Dr Andrea Hauptmann (Austria), Glenn Ransier (United States), Pradeep Taneja (Bahrain), and Farideh Tazhibi(Islamic Republic of Iran).Rarely has a chairman been blessed with a group whose members are so experienced and enthusiastic about the subject at hand, animated by team spirit, complementary in their regional and sectoral experience andable to endure with admirable patience the inevitable challenges of afast-track revision process.The result is the new URDG 758, which we proudly offer to the world.Dr. Georges AffakiVice-Chair, ICC Banking CommissionBNP ParibasJanuary 2010目录Article 1 Application of URDG 本规则的适用范围 8Article 2 Definitions 定义 8Article 3 Interpretation 解释 11Article 4 Issue and effectiveness 开立和生效 12Article 5 Independence of guarantee and counter-guarantee 保函和反担保函的独立性 13Article 6 Documents v. goods, services or performance 单据和货物、服务或者履约行为 13Article 7 Non-documentary conditions 非单据条件 13Article 8 Content of instructions and guarantees 指示和保函的内容 14Article 9 Application not taken up 拒绝接受申请 15Article 10 Advising of guarantee or amendment 保函或者保函修改的通知 15Article 11 Amendments 修改 16Article 12 Extent of guarantor's liability under guarantee 保函项下担保人责任的范围 17Article 13 Variation of amount of guarantee 保函金额的变动 17Article 14 Presentation 交单 17Article 15 Requirements for demand 对索偿要求的要求 19Article 16 Information about demand 关于索偿要求的告知 19Article 17 Partial demand and multiple demands; amount of demands部分索偿要求和多次索偿要求，索偿要求的金额 (20)Article 18 Separateness of each demand 每一次索偿要求的独立性 21Article 19 Examination 审核 21Article 20 Time for examination of demand; payment 审核索偿要求的时间，付款 22Article 21 Currency of payment 支付的货币 22Article 22 Transmission of copies of complying demand 相符索偿要求副本的传递 23Article 23 Extend or pay 展期或付款 23Article 24 Non-complying demand, waiver and notice 非相符索偿要求，放弃决定和通知 25Article 25 Reduction and termination 减额与终止 26Article 26 Force majeure 不可抗力 27Article 27 Disclaimer on effectiveness of documents 关于单据有效性的免责 28Article 28 Disclaimer on transmission and translation 关于传递和翻译的免责 29Article 29 Disclaimer for acts of another party 关于其他当事方行为的免责 29Article 30 Limits on exemption from liability 责任豁免的限度 30Article 31 Indemnity for foreign laws and usages 外国法律和惯例的补偿 30Article 32 Liability for charges 关于费用的责任 30Article 33 Transfer of guarantee and assignment of proceeds 保函的转让和款项让渡 30Article 34 Governing law 管辖法律 32Article 35 Jurisdiction 司法管辖权 32Article 1 Application of URDG 本规则的适用范围a. The Uniform Rules for Demand Guarantees ("URDG") apply to any demand guarantee or counter-guarantee that expressly indicates it issubject to them. They are binding on all parties to the demand guaranteeor counter-guarantee except so far as the demand guarantee or counter-guarantee modifies or excludes them.《见索即付保函统一规则》（以下简称“本规则”）适用于任何在其文本中清楚地表示受本规则约束的见索即付保函或者反担保函。
见索即付保函统一规则2010
《见索即付保函统一规则》简介《见索即付保函统一规则2010》（The Uniform Rules for Demand Guarantees ICC Publication No.758. 2010 Edition），国际商会第758号出版物，简称（URDG758）是国际商会在URDG458基础上，借鉴近年来保函及相关业务实践发展经验，引入全新的术语体系修订的，2009年12月3日公布，于2010年7月1日正式实施。
见索即付保函 (Demand Guarantee)是担保人替债务人(申请人)向债权人(受益人)开出的凭规定单据赔款的承诺书,是集担保、融资、支付及相关服务为一体的多功能金融产品。
URDG758适用于任何在文本中表明适用本规则的见索即付保函或反担保函，也可以作为贸易惯例加以应用。
在适用法律允许的情况下，URDG758也适用于保函和反担保函相关方之间持续的交易过程。
《见索即付保函统一规则2010》包括35个条款以及保函和反担保函的标准模板。
URDG758与URDG458旧规则相比,在保函性质、非单据条件的处理、保函的修改、有关交单方面的规定、单据的审核、不可抗力6个方面做了重大修改。
与URDG458相比，URDG758的主要变化有：1 剔除了“合理时间”和“合理审慎”的条款，以树立见索即付保函确定性和可预测性。
2 担保人在拒绝不相符索赔时，应该在五个工作日内发出拒付通知并列出所有不符点，否则担保人将丧失声明索赔不相符的权利。
3 保函自开立到失效过程中的关键阶段出现时，申请人有被告知的权利。
4 制定了一套全新的在未明确失效日期或失效事件情况下的保函失效机制，旨在降低严重损害申请人利益的敞口保函的数量。
5 提供了保函和反担保函的标准模板。
(完整版)见索即付保函统一规则(URDG758)
《见索即付保函统一规则》《见索即付保函统一规则2010》（The Uniform Rules for Demand Guarantees ICC Publication No.758. 2010 Edition），国际商会第758号出版物，简称（URDG758）是国际商会在URDG458基础上，借鉴近年来保函及相关业务实践发展经验，引入全新的术语体系修订的，2009年12月3日公布，于2010年7月1日正式实施。
第1条URDG的适用范围a．见索即付保函统一规则（简称“URDG”）适用于任何明确表明适用本规则的见索即付保函或反担保函。
除非见索即付保函或反担保函对本规则的内容进行了修改或排除，本规则对见索即付保函或反担保函的所有当事人均具约束力。
b．如果应反担保人的请求，开立的见索即付保函适用URDG，则反担保函也应适用URDG，除非该反担保函明确排除适用URDG。
但是，见索即付保函并不仅因反担保函适用URDG而适用URDG。
c．如果应指示方的请求或经其同意，见索即付保函或反担保函根据URDG开立，则视为指示方已经接受了本规则明确规定的归属于指示方的权利和义务。
d．如果2010年7月1日或该日期之后开立的见索即付保函或反担保函声明其适用URDG，但未声明是适用1992年本还是2010年修订本，亦未表明出版物编号，则该见索即付保函或反担保函应适用URDG2010年修订本。
第2条定义在本规则中：通知方指应担保人的请求对保函进行通知的一方；申请人指保函中表明的、保证其承担基础关系项下义务的一方。
申请人可以是指示方，也可以不是指示方；申请指开立保函的请求；经验证的当适用于电子单据时，指该单据的接收人能够验证发送人的表面身份以及所收到的信息是否完整且未被更改；受益人指接受保函并享有其利益的一方；营业日指为履行受本规则约束的行为的营业地点通常开业的一天；费用指适用本规则的保函项下应支付给任何一方的佣金、费用、成本或开支；相符索赔指满足“相符交单”要求的索赔；相符交单保函项下的相符交单，指所提交单据及其内容首先与该保函条款和条件相符，其次与该保函条款和条件一致的本规则有关内容相符，最后在保函及本规则均无相关规定的情况下，与见索即付保函国际标准实务相符；反担保函无论其如何命名或描述，指由反担保人提供给另一方，以便该另一方开立保函或另一反担保函的任何签署的承诺，反担保人承诺在其开立的反担保函项下，根据该受益人提交的相符索赔进行付款；反担保人指开立反担保函的一方，可以是以担保人为受益人或是以另一反担保人为受益人，也包括为自己开立反担保函的情况；索赔指在保函项下受益人签署的要求付款的文件；见索即付保函或保函无论其如何命名或描述，指根据提交的相符索赔进行付款的任何签署的承诺；单据指经签署或未经签署的纸质或电子形式的信息记录，只要能够由接收单据的一方以有形的方式复制。
见索即付保函统一规则URDG_758中英文
URDG 758The URDG 758 are the Uniform Rules for Demand Guarantees - effective 01 July 2010.ForewordThis revision of ICC's Uniform Rules for Demand Guarantees (URDG) is the first since the rules were developed by ICC in 1991. The original rules, URDG 458, gained broad international acceptance in recent years following their incorporation by the World Bank in its guarantee forms and their endorsement by UNCITRAL and leading industry associations, such as FIDIC.This first revision of the rules was meticulously prepared over a period of two and a half years, and is the result of a collective effort by a number of ICC constituent groups. It was developed as a joint project by two ICC commissions - the Banking Commission and the Commission on Commercial Law and Practice - therefore taking into account the legitimate expectations of all relevant sectors. ICC national committees contributed substantially to the final product: some 52 national committees submitted several hundred pages of valuable suggestions on successive drafts, a number of which were incorporated into the final text.The ICC Task Force on Guarantees, which consisted of 40 members from 26 countries, reviewed the various drafts and added their own suggestions. The URDG Drafting Group, ably chaired by Dr Georges Affaki, met on a number of occasions, carefully reviewed all comments submitted by national committees and the Task Force and developed the final draft.This collective effort has borne fruit; it has produced rules that reflect a broad consensus among bankers, users and all members of the guarantee community. In fact, the present revision of the URDG does not merely update the existing rules. It is the result of an ambitious project to create a new set of rules for the twenty-first century that is clearer, more precise and more comprehensive. As such, URDG 758 is destined to become the standard text for demand guarantees worldwide.Jean RozwadowskiSecretary GeneralInternational Chamber of CommerceJanuary 2010IntroductionThe new URDG 758 succeed URDG 458. Over 17 years of practice (1992 - 2009), URDG 458 proved to be both successful and reliable. They were used by banks and businesses across continents and industry sectors. URDG 458 were endorsed by international organizations, multilateral financial institutions, bank regulators, lawmakers and professional federations. In contrast to the failed Uniform Rules for Contract Guarantees (URCG 325), URDG 458 reflected the reality of the international demand guarantee market and struck the most reasonable balance between the interests of all the parties involved. By choosing to instruct a guarantor to issue a demand guarantee subject to URDG, applicants renounced their ability to obstruct payment for reasons derived from their relationship with the beneficiary. In turn, beneficiaries were expected to state in general terms - but not to justify, establish or prove - the nature of the applicant's breach in the performance of the underlying relationship. Finally, because a demand guarantee is an independent undertaking, guarantors were assured that their commitment was subject to its own terms. They were insulated from the performance contingencies of the underlying relationship.Their incremental use, backed by the support of ICC, enabled URDG 458 to make a critical contribution towards levelling the playing field among demand guarantee issuers and users regardless of the legal, economic or social system in which they operate.Yet, URDG 458 formed the first attempt by ICC to codify independent guarantee practice. Over the years, the application of their provisions shed light on the need for drafting adjustments, clarifications, expansion of scope or clear corrections of the adopted standard. Views reported to the ICC Task Force on Guarantees from URDG users worldwide provided the necessary material to launch a revision of URDG 458 that both the lapse of time and the evolution of practice made necessary. The revision was launched in 2007 and was conducted under the aegis of both the ICC Banking Commission and the Commission on Commercial Law and Practice (CLP).The ICC Task Force on Guarantees, the standing expert body created by ICC in 2003 to monitor international guarantee practice, acted as a consultative body to a Drafting Group that produced five comprehensive drafts during the two and a half year revision process. Each draft was submitted for review and comments to ICC national committees. Over 600 sets of comments were received from a total of 52 countries and were thoroughly examined. These comments were instrumental in shaping the new rules. Regular progress reports were presented to meetings of each of the ICC commissions considering the rules and were comprehensively debated. This method ensured that the revision takes into account views received from a broad cross-sector of concerned parties.The resulting URDG 758 were adopted by the ICC Executive Board on 3 December 2009, following endorsement by the members of the two sponsoring commissions. They will come into force on July 1, 2010. The new rules apply to any demand guarantee or counter-guarantee where incorporated by reference in the text. They can also apply as trade usage or by implication from a consistent course of dealing between the parties to the demand guarantee or counter-guarantee where so provided by the applicable law.The new URDG 758 do not merely update URDG 458; they are the result of an ambitious process that seeks to bring a new set of rules for demand guarantees into the 21st century, rules that are clearer, moreprecise and more comprehensive.Clearer URDG.The new URDG 758 aim for clarity. They adopt the drafting style of ICC's universally accepted Uniform Rules for Documentary Credits (UCP 600) by bringing together the definitions of terms in one article. They also bring a much needed clarification of the process according to which a presentation will be checked for conformity.More precise URDG. A number of the standards contained in URDG 458 left a margin for interpretation that varied according to the particular facts of the case. This was particularly true for the terms "reasonable time" and "reasonable care". The new URDG have excluded all imprecise standards with an aim to foster certainty and predictability. Examples are time durations for the examination of a demand, the extension of a guarantee in the case of force majeure, and the suspension of the guarantee in the case of an extend or pay demand.More comprehensive URDG. Important practices were left out of URDG 458. This was particularly the case for the advice of a guarantee, amendments, standards for examination of presentations, partial, multiple and incomplete demands, linkage of documents, and transfer of guarantees. In addition, there was only fragmentary treatment of counter-guarantees. What was understandable at the time of the first attempt to codify demand guarantee practice can no longer be accepted 17 years later. The new URDG 758 now cover all of these practices and make clear that provisions governing guarantees apply equally to counter-guarantees.Balanced URDG. The new URDG 758 endorse and build on the balanced approach that characterized URDG 458. For example:- The beneficiary is entitled to payment upon presentation of a complying demand without the need for the guarantor to seek the applicant's approval. The new URDG also correct an unfair situation that would have left the beneficiary without recourse to the guarantee in the case of force majeure if its expiry coincided with the interruption of the guarantor's business.- The guarantor's independent role is expressed in stronger and clearer terms and, more importantly, it is now expressed in exclusively documentary terms. The new URDG expect the guarantor to act diligently. For instance, a guarantor is expected to reject a non-complying demand within five business days by sending a rejection notice that lists all of the discrepancies; otherwise, the guarantor will be precluded from claiming that the demand is non-complying and will be compelled to pay. Largely accepted in documentary credit practice under the UCP, the preclusion sanction is necessary to discipline unfair practices that work to the detriment of the beneficiary.- The applicant's right to be informed of the occurrence of the key stages in the lifecycle of the guarantee is acknowledged in the new rules. However, this information should not be a prerequisite for payment when a complying demand is presented.Innovative URDG. The new URDG 758 feature a number of innovations dictated by the development of practice and the need to avoid disputes. An example is the new rule that proposes a substitution of currencies when payment in the currency specified in the guarantee becomes impossible. Another example is the new termination mechanism for guarantees that state neither an expiry date nor an expiryevent. This solution is expected to reduce the number of open-ended guarantees that severely penalize applicants and are incompatible with the banks' capital requirements.The Guide. The rationale, preparatory work and interpretation of each article of the new URDG 758 can be found in a separately released Guide to the rules (ICC Publication No. 702).The new URDG 758 package.The new rules are accompanied by a model guarantee and counter-guarantee form featured at the end of this publication. They are destined to evolve into an indispensable companion to the new URDG 758 and their users. Experience shows that a comprehensive ready-to-use package that combines both the rules and model forms is more attractive to users than the previously separate ICC publications Nos. 458 and 503. It should also be conducive to more harmonized a practice.In drafting the new URDG 758 model guarantee form, a unitary approach was preferred to one that would have consisted of multiple forms linked to the purpose of each guarantee. Tender, performance, advance payment, retention money, warranty and other types of demand guarantees share the same nature and have similar features. This was evidenced by the five nearly identical basic model guarantee forms in ICC publication No. 503 that accompanied URDG 458. Of course, URDG 758 users have the option of enriching the unitary model form with one or more of the clauses proposed at the end of this publication such as the reduction of amount clause for advance payment guarantees or even drafting any other clause outright.A final message: the need for clear drafting. Clear drafting is the linchpin of a successful international demand guarantee practice. This has proven to be the case over time and across cultures and industry sectors. Using the new URDG 758 model guarantee form levels the playing field and avoids misunderstandings. As such, it will hopefully significantly curb the worrying tendency that a few courts have shown in recent years to re-characterize demand guarantees as accessory suretyships - or the reverse. While sometimes warranted by the ambiguous terms used by the parties, such interference has considerably destabilized the international guarantee market by adding a particularly prejudicial element of uncertainty. Such a regrettable situation can be remedied by a consistent use of URDG 758 and their accompanying model form in any type of demand guarantee or counter-guarantee or, indeed, any other independent undertaking.Acknowledgments. I would like to express my deep appreciation to the members of the ICC Task Force on Guarantees*, the ICC national committees and members of both the Banking Commission and CLP for their guidance, support and constructive participation in the revision. The Guarantees Department of RZB was very helpful in processing the hundreds of national comments received throughout the revision process and compiling them for the Drafting Group's review.It was my privilege to chair the Drafting Group that undertook the revision. The members of the Drafting Group are listed below in alphabetical order:Roger Carouge (Germany), Sir Roy Goode (United Kingdom),Dr Andrea Hauptmann (Austria), Glenn Ransier (United States), Pradeep Taneja (Bahrain), and Farideh Tazhibi(Islamic Republic of Iran).Rarely has a chairman been blessed with a group whose members are so experienced and enthusiastic about the subject at hand, animated by team spirit, complementary in their regional and sectoralexperience and able to endure with admirable patience the inevitable challenges of a fast-track revision process.The result is the new URDG 758, which we proudly offer to the world.Dr. Georges AffakiVice-Chair, ICC Banking CommissionBNP ParibasJanuary 2010目录Article 1 Application of URDG 本规则的适用范围 (8)Article 2 Definitions 定义 (8)Article 3 Interpretation 解释 (11)Article 4 Issue and effectiveness 开立和生效 (12)Article 5 Independence of guarantee and counter-guarantee 保函和反担保函的独立性 (13)Article 6 Documents v. goods, services or performance 单据和货物、服务或者履约行为 (13)Article 7 Non-documentary conditions 非单据条件 (13)Article 8 Content of instructions and guarantees 指示和保函的内容 (14)Article 9 Application not taken up 拒绝接受申请 (15)Article 10 Advising of guarantee or amendment 保函或者保函修改的通知 (15)Article 11 Amendments 修改 (16)Article 12 Extent of guarantor's liability under guarantee 保函项下担保人责任的范围 (17)Article 13 Variation of amount of guarantee 保函金额的变动 (17)Article 14 Presentation 交单 (17)Article 15 Requirements for demand 对索偿要求的要求 (19)Article 16 Information about demand 关于索偿要求的告知 (19)Article 17 Partial demand and multiple demands; amount of demands 部分索偿要求和多次索偿要求，索偿要求的金额................................ .. (20)Article 18 Separateness of each demand 每一次索偿要求的独立性 (21)Article 19 Examination 审核 (21)Article 20 Time for examination of demand; payment 审核索偿要求的时间，付款 (22)Article 21 Currency of payment 支付的货币 (22)Article 22 Transmission of copies of complying demand 相符索偿要求副本的传递 (23)Article 23 Extend or pay 展期或付款 (23)Article 24 Non-complying demand, waiver and notice 非相符索偿要求，放弃决定和通知 (25)Article 25 Reduction and termination 减额与终止 (26)Article 26 Force majeure 不可抗力 (27)Article 27 Disclaimer on effectiveness of documents 关于单据有效性的免责 (28)Article 28 Disclaimer on transmission and translation 关于传递和翻译的免责 (29)Article 29 Disclaimer for acts of another party 关于其他当事方行为的免责 (29)Article 30 Limits on exemption from liability 责任豁免的限度 (30)Article 31 Indemnity for foreign laws and usages 外国法律和惯例的补偿 (30)Article 32 Liability for charges 关于费用的责任 (30)Article 33 Transfer of guarantee and assignment of proceeds 保函的转让和款项让渡 (30)Article 34 Governing law 管辖法律 (32)Article 35 Jurisdiction 司法管辖权 (32)Article 1 Application of URDG 本规则的适用范围a.The Uniform Rules for Demand Guarantees ("URDG") apply to any demand guarantee orcounter-guarantee that expressly indicates it is subject to them. They are binding on all parties to the demand guarantee or counter-guarantee except so far as the demand guarantee or counter-guarantee modifies or excludes them.《见索即付保函统一规则》（以下简称“本规则”）适用于任何在其文本中清楚地表示受本规则约束的见索即付保函或者反担保函。
保函统一新规则URDG758讲解 pdf
见索即付保函统一规则（URDG758）介绍Guarantee and RulesWhat is a guarantee?Why need for guarantee rules?How do the Rules apply?International Standby Practice --- ISP98---1998Uniform Customsand Practice forDocumentary Credits--- UCP600 --- 2007Difference between Guarantee and Standby L/C?URCG 325UniformRules for Contract Guarantee---URCG325---1978（合约保函统一规则）�Uniform Rules for Tender, Performance and Repayment Guarantee�The guarantee is valid in respect of the obligations of the principal as expressed in the contract and amendment thereto. However, the guarantor is liable to the beneficiary up to the guarantee amount and the claim must have been received by the guarantee on or before the expiry date.•The liability of the guarantor is up to the guarantee amount.•No claim will be entertained after the expiry date of the guarantee.Apply to: Independent Guarantee or Accessory Guarantee?Claim under URCG325�Claim shall be received by the guarantor on or before the expiry date, supporting documents should be presented within the period of time after the receipt of the claim as soon as practicable.•Document to support claim: A court decision or an arbitral award justifying the claim.�A claim shall only be made and honored if the beneficiary has a legal right to make the claim based on a failure of the principal to perform or correctly to perform the underling contract.•Tender, Repayment Guarantee: make payment to the beneficiary•Performance Guarantee: make payment or arrange for performance of the contractWhy not widely used?URCB 524Uniform Rulesfor ContractBonds--- URCB524---1994�Uniform Rules for Tender bond, Performance bond, Advance payment bond, Maintenance bond, Retention bond.�Beneficiary is to obtain security for the obligations of Principal arising pursuant to the Contract but that the Guarantor’s liability shall only arise in case of established default under that Contract.The Beneficiary is protected by the assurance that any judgment or award will be discharged by the Guarantor if the Principal fails to do so.�The Bond shall, subject to the Bond Amount and the Expiry Date, apply to the Contract as amended or varied by the Principal and the beneficiary from time to time.Bonds v. Guarantees?URCB 524Claim under URCB524�A claim shall not be honored unless:1.a default has occurred, and2.the claim has been made and served in accordance with Rules�A default shall be deemed to be established:1.upon issue of a certificate of Default by a third party if the Bond so provides, or2.upon the issue of a certificate of Default by the Guarantor, or3.by the final judgment, order or awardUpon certificate issued by Guarantor?URDG 458Uniform Rulesfor Demand Guarantee ----URDG 458---1992�Features:•irrevocable undertakings;•independent from underlying contracts;•documentary conditions.Make payment upon a written demand and any other documents specified in the guarantee, not on actual default by the principal in the underlying transaction.�Contents: (28 articles)A. Scope and Application of the Rules D. DemandB. Definitions and General Provisions E. Expiry ProvisionsC. Liabilities and Responsibilities F. Governing Law and JurisdictionApply to all kinds of guarantees?Claim under URDG458�Artic le 20 (a): any demand should state:1. the principal is in breach of his obligation(s) under the underlying contract and2. the respect in which the principal is in breach.The URDG apply to all guarantees from payable on simple written demand, to requiring the presentation of a judgment or arbitral award.�Balance the conflicting interests of applicants, beneficiaries and guarantors, the URDG have gained increasing worldwide acceptance.URDG 458 were adopted by:•The International Federation of Consulting Engineers (FIDIC)•The World Bank•United Nations Commission on International Trade Law (UNCITRAL)URDG458� URDG758The rules were drafted two decades ago and need to keep up with current practice.---Georges Affaki,Chair of the ICC Task Force on GuaranteesThe lacks of URDG458?URDG Revision RoadmapProgress of the RevisionProgress of the Revision�Approved the Revision:070425 -> Draft 1 of the Revision:080219 …-> Draft 5 of the Revision:091009 -> V ote for adoption : 20091123•two and half years’ work•reviewed around 600 pages of compiled national comments submitted by 52 different countries about 3000comments•35 Drafting Group meeting days•8 dedicated meeting with the Task ForceThe new rules will be implemented on 1 July 2010.�Structure of the Revision•Drafting Group•Guarantee Task Force•ICC Banking Commission•National CommitteesNew URDG 758�Bring a new set of rules for demand guarantee into the 21st century:•Clearer URDG•More precise URDG•More comprehensive URDG•Balanced URDG•Innovative URDG�The URDG not cover:•Confirmation of guarantee•Syndication or sub-participation of guarantee•A new beneficiary’s succession by operation of law to interests of theinitial beneficiary in the guarantee•…The new URDG 758 package & the Guide (702)URDG758Majority of changes in the revision�International standard demand guarantee practice�Definitions�Applicant / Instructing party�Guarantor’s own records, index�Presentation�Partial demand & multiple demand�Amendment�Advice of guarantee�Time of examination, standards of examination�Extend or pay�Expiry of guarantee�Transfer�Force majeure�Non-complying demand waiver and notice……URDG758Article 1 Application of URDG�Apply to any demand guarantee or counter-guarantee that expressly indicates it is subject to them, except modifies or excludes them.�Demand Guarantee is subject to the URDG,Counter Guarantee is also subject to the URDG.Counter Guarantee is also subject to the URDG,Demand Guarantee is subject to the URDG?Demand Guarantee is subject to the URDG excluded article X,Counter Guarantee is subject to the URDG excluded article X?modifies or excludes?URDG758Article 1 Application of URDG�Where, at the request or with the agreement of the instructing party, a demand guarantee or counter-guarantee is issued subject to the URDG, the instructing party is deemed to have accepted the rights and obligations expressly ascribed to it in these rules.�URDG 1992 version or 2010 version?Can the URDG apply where not expressly incorporated in a guarantee?URDG758Article 2 Definitions�Applicant means the party indicated in the guarantee as having it obligation under the underlying relationship supported by the guarantee.The applicant may or may not be the instructing party.�Instructing party means the party, other than the counter-guarantor, who gives instructions to issue a guaranteeor counter-guarantee and is responsible for indemnifying the guarantor or, in the case of a counter-guarantee, the counter-guarantor.The instructing party may or may not be the applicant.Party v. BankURDG758Article 2 Definitions�Demand guarantee means any signed undertaking, however named or described, providing for payment on presentation of a complying demand.⌘ Structure of five-party guaranteePrincipalCounter Guarantor GuarantorCan guarantor issue a guarantee acting for its own account?URDG758Article 2 Definitions�Presentation means the delivery of a document under a guarantee to the guarantor or the document so delivered. It includes a presentation other than for a demand, for example, a presentation forthe purpose of triggering the expiry of the guarantee or a variation of its amount.�Document means a signed or unsigned record of information, in paper or in electronic form, that is capable of being reproduced in tangible form by the person to whom it is presented. In these rules, adocument includes a demand and a supporting statement.Document includes fax or e-mail?Article 2 Definitions�Complying presentation under a guarantee means a presentation that is in accordance with,•first, the terms and conditions of that guarantee,•second, these rules so far as consistent with those terms and conditionsand,•third, in the absence of a relevant provision in the guarantee or these rules, international standard demand guarantee practice.�Complying demand means a demand that meets the requirements of a complying presentation.Complying presentation under UCP600? Presentation v. Demand?Article 2 Definitions�International standard demand guarantee practiceThis is meant as a first step to supplementing in the next few years the revised URDG with a body of codified standard practices similar to ISBP when ICC feel that Opinions, DOCDEX decisions and other positionpapers would allow to identify distinctively such a body of standards in the meantime, it is felt that the new concept of ISDGP so for as consistent with the URDG will allow parties judges and arbitratorsmore latitude in identifying solutions to disputes while remaining within the spirit and general principals of the URDG.ISDGP, a gap-filler to URDG.DOCDEX: ICC Rules for Documentary Instruments DisputeResolution Expertise. 19971001.Article 2 Definitions�Underlying relationship means the contract, tender conditions or other relationship between the applicant and the beneficiary on which the guarantee is based.�Guarantor’s own records means records of the guarantor showing amounts credited to or debited from accounts held with the guarantor, provided the record of those credits or debits enables the guarantor to identify the guarantee to which they relate;The case of “other relationship”?Article 2 Definitions�expiry means the expiry date or the expiry event or, if both are specified, the earlier of the two;•expiry date means the date specified in the guarantee on or before which a presentation may be made;•expiry event means an event which under the terms of the guarantee results in its expiry, whether immediately or within aspecified time after the event occurs, for which purpose the event is deemed to occur only:a. when a document specified in the guarantee as indicating the occurrence of the event is presented to the guarantor, orb. if no such document is specified in the guarantee, when the occurrence of the event becomes determinable from the guarantor'sown records.Valid until 30 days after delivery evidenced by cargo receipt ?Article 3 Interpretation�Branches of a guarantor in different countries are considered to be separate entities.� a guarantee includes a counter-guarantee and any amendmenta guarantor includes a counter-guarantora beneficiary includes the party in whose favour a counter- guarantee is issued.�Any requirement for presentation of one or more originals or copies of an electronic document is satisfied by the presentation of one electronic document.Different Branches in one country are considered to be one?Article 3 Interpretation�When used with a date or dates or a periodi. Include:" from ", " to ", " until ", " till " and " between ",ii. Exclude: "before" and "after" ,iii. Exclude+ Include: " within ".�Terms such as "first class", "well-known", "qualified", "independent", "official", "competent" or "local" when used to describe the issuer of a document allow any issuer except the beneficiary or theapplicant to issue that document.Allow instructing party to issue that document?Article 4 Issue and effectiveness� A guarantee is issued when it leaves the control of the guarantor.� A guarantee is irrevocable on issue even if it does not state this.�The beneficiary may present a demand from the time of issue of the guarantee or such later time or even as the guarantee provided.What does “leaves the control of the guarantee” mean?Article 5 Independence of guara ntee and counter-guarantee� A guarantee is independent of•underlying relationship,•the application.� A counter guarantee is independent of•guarantee,•underlying relationship•the application•any other counter-g uaranteeDirect guarantee and Indirect guaranteeArticle 6 Documents v. goods, services or performance�Guarantors deal with documents and not with goods, services or performance to which the documents may relate.Article 7Non-documentary conditions� A guarantee should specify a document to indicate compliance with the condition contained in the guarantee.�If the guarantee does not•specify any such document and•the fulfilment of the condition cannot be determined1.from the guarantor’s own records, or2.from an index specified in the guaranteethen the guarantor will deem such conditions as not stated and will disregard it, except for the purpose ofdetermining date in a document presented do not conflict with data in guarantee.What is an index?Article 8 Content of instructions and guarantees� All instructions should be clear and precise and should avoid excessive detail.� It is recommended that all guarantees specify:a. the applicantb. the beneficiaryc. the guarantord. a reference number or other information identifying the underlying relationship;e. a reference number or other information identifying the issued guarantee or, in the case of a counter-guarantee, the issued counter-guarantee;Should specify the instructing party?Article 8 Content of instructions and guarantees�It is recommended that all guarantees specify:f. the amount or maximum amount payable and the currency in which it is payable;g. the expiry of the guarantee;h. any terms for demanding payment;i. whether a demand or other document shall be presented in paper and/or electronic form;j. the language of any document specified in the guarantee; andk. the party liable for the payment of any charges. The changes to URDG458?Article9 Application not taken up�Where, at the time of receipt of the application,•the guarantor is not prepared, or•the guarantor is unable to issue the guarantee,the guarantor should without delay so inform the party that gave the guarantor its instructions.The request to issue a domestic guarantee subject to URDG?Article 10 Advising of guarantee or� Advice a guarantee:•satisfy the apparent authenticity, and amendment•advice accurately reflects the terms and conditions of guarantee� An advising party or a second advising party advises a guarantee without any additional representation or any undertaking whatsoever to the beneficiary.�If a party cannot satisfy the apparent authenticity and elects nonetheless to advise that guarantee, the party should state the same.�Advising a guarantee should whenever possible use the same party to advise any amendment to that guarantee.a second advising party?Article 11Amendment�An amendment made without the beneficiary’s agreement is not binding on the beneficiary.� The beneficiary may reject an amendment of the guarantee at any time until•it notifies its acceptance of the amendment, or•make a presentation that complies only with the guarantee as amended.�Partial acceptance of an amendment is not allowed and will be deemed to be notification of rejection of the amendment.� A provision in an amendment to the effect that the amendment shall take effect unless rejected within a certain time shall be disregarded.What does “complies only” mean?Article 12 Extent of guarantor’s liability under the guarantee� A guarantor is liable to the beneficiary only in accordance with,•the terms and conditions of the guarantee and,•these rules so far as consistent with those terms and conditions,Up to the guarantee amount.Beyond the expiry date?Article 13Variation of amount of guarantee� A guarantee may provide for the reduction or the increase of its amount on specified dates or on the occurrence of a specified event which under the terms of the guarantee results in variation of its amount, and for this purpose the event is deemed to have occurred only:a. when a document specified in the guarantee as indicating the occurrence of the event is presented to the guarantor, orb. if not such document is specified in the guarantee, when the occurrence of the event becomes determinable from the guarantor’s own records or from an index specified in the guarantee.Article14 P resentation� A presentation shall be made to the guarantor:•at the place of issue, or such other place as is specified in the guarantee and,•on or before expiry�A presentation has to be complete unless it indicates that it is to be completed later. In that case, it shall be completed before expiry.�Each presentation shall state the guarantor’s reference number of the guarantee. If it does not, the time for examination of a demand start on the date of identification.� Documents issued by applicant or beneficiary shall be in the language of the guarantee. Any other person, any language. The function of the statement “presentation to be completed later”?� A guarantee indicates presentation in electronic form,the guarantee should specify the format, the system for the data delivery and the electronic address for that presentation. If not specify, presented in any electronic format authenticated or in paper form are acceptable.�A guarantee indicates presentation in paper form, may use any mode of delivery unless excluded by the guarantee.� A guarantee does not indicate in electronic or paper form,any presentation shall be made in paper form.Reject a presentation in electronic form when form of presentation is not specified ?Article 15 Requirements for demand�A demand under the guarantee shall be supported a statement, indicating in what respect the applicant is in breach of its obligations under the underlying relationship.The statement may be in the demand or in a separate singed document accompanying or identifying the demand.�A demand under the counter guarantee shall be supported by a statement indicating that such party has received a complying demand under the guarantee or counter guarantee.� The above requirement applies except to the extend the guarantee or counter-guarantee expressly excludes this requirement. Exclusion terms such as “The supporting statement under article15(a)(b) is excluded” satisfy the requirement of this paragraph. Such as ?� Neither the demand nor the supporting statement may be dated before the date when the beneficiary is entitled to present a demand.� Any other document may be dated before that date.�Neither the demand, nor the supporting statement, nor any other document may be dated later than the date of its presentation.Article16 I nformation about demand�The guarantor shall without delay inform the instructing party or, where applicable, the counter-guarantor of any demand under the guarantee and of any request, as an alternative, to extend the expiry of the guarantee. The counter-guarantor shall without delay inform the instructing party of any demand under the counter-guarantee and of any request, as an alternative, to extend the expiry of the counter- guarantee.Inform Non-complying demand ?Article17 Partial demand& multiple demand; amount of demand� Partial demand: A demand may be made for less than the full amount available� Multiple demand: More than one demand may be made� Multiple demand prohibited: only one demand covering all or part of the amount available may be madeone demand is rejected, another demand can be made on or before expiry of the guarantee.� It is a non-complying demand if:•it is for more than the amount available under the guarantee, or•any supporting statement or other documents required by the guarantee indicate amounts that in total are less than the amount demanded.The case less than and more than?Article 18 Separateness of each demand�a. Making a demand that is not a complying demand or withdrawing a demand does not waive or otherwise prejudice the right to make another timely demand, whether or not the guarantee prohibitspartial or multiple demands.�b. Payment of a demand that is not a complying demand does not waive the requirement for other demands to be complying demands.Article 19 Examination�The guarantor shall determine, on the basis of a presentation alone, whether it appears on its face to be a complying presentation.� Data in a document required by the guarantee shall be examined in context with that document, the guarantee and these rules. Data need not be identical to, but shall not conflict with, data in that document, any other required document or the guarantee.� The guarantor will accept a document if its content appears to fulfil the function of the document required by the guarantee. Any signature will be accepted if a singed document is required.� A document is not required but presented, it will disregarded and may be returned to the presenter.How to handle the document not required?Article 19 Examination�The guarantee need not recalculate the beneficiary’s calculations under a formula stated or referenced in a guarantee.�The guarantor shall consider a requirement for a document to be legalized, visaed, certified or similar as satisfied by any signature, mark, stamp or label on the document which appears to satisfy that requirement.Recalculate the applicant’s calculations?Articl e 20 Time for examination of demand;payment�If a presentation of a demand does not indicate that it is to be completed later, the guarantor shall, within five business days following the day of presentation, examine that demand and determine if it is a complying demand.�This period is not shortened or otherwise affected by the expiry of the guarantee on or after the date of presentation. However, if the presentation indicates that it is to be completed later, it need not be examined until it is completed.�Place for payment: Payment is to be made at the branch or office of the guarantor or counter-guarantor that issued the guarantee or counter-guarantee or such other place as may be indicated in that guaranteeor counter-guarantee Examine the presentation to be completed later?Article 21 Currency of payment� Pay a complying demand in the currency specified in the guarantee� If, on any date on which a payment is to be made under guarantee:•the guarantor is unable to pay in such currency due to an impediment beyond control, or•it is illegal under the law of the place to make payment in such currency.---the guarantor shall make payment in the currency of the place for payment even if the guarantee indicates that payment can only be made in the currency specified in the guarantee.--the instructing party or the counter guarantor shall be bound by a payment in such currency .- the guarantor or counter guarantor may elect to be reimbursed either in actual payment currency or currency specified in the guarantee.Exchange risk?Article 21 Currency of payment�Payment or reimbursement in the currency of the place for payment under Article 21 paragraph (b) is to be made according to the applicable rate of exchange prevailing there when payment or reimbursement is due.�However, if the guarantor has not paid at the time when payment is due, the beneficiary may require payment according to the applicable rate of exchange prevailing either when payment was due or at the time of actual payment.the applicable rate of exchange prevailing?Article 22 Transmission of copies of complying demand�The guarantor shall without delay transmit a copy of the complying demand and of any related documents to the instructing party or, where applicable, to the counter-guarantor for transmission to the instructing party. However, neither the counter-guarantor nor the instructing party, as the case may be, may withhold payment or reimbursement pending such transmission.When C/Guarantor find the demand to guarantor is not complying?Article 23 Extend or pay� where complying demand, a request to extend or pay, the guarantor may suspend payment for a period not exceeding 30 calendar days following its receipt of the demand.� where complying demand, a request to extend or pay, the counter guarantor may suspend payment for a period not exceeding four calendar days less the period above.�The guarantor shall without delay inform the instructing party or counter guarantor of the period of suspension of payment under the guarantee. So does counter guarantor.a case studyArticle 23 Extend or pay� The demand for payment is deemed to be withdrawn if the period of extension requested is granted in time.� The guarantor or counter guarantor may refuse to grant any extension if instructed to do so and shall the pay. �The guarantor or counter guarantor shall without delay inform the party form whom it has received its instructions of its decision to extendOr to pay.Article 24 Non-complying demand, waiver and notice�Guarantor may reject non-complying demand in its sole judgement or approach for a waiver of the discrepancies from the instructing party or counter guarantor applicable. So does counter guarantor.�Obtaining the waiver of the counter-guarantor or of the instructing party does not oblige the guarantor or the counter-guarantor to waive any discrepancy.Give the notice of rejection or not when payment of non- complying demand?Article 24Non-complying demand, waiver and notice� When the guarantor rejects a demand, it shall give a single notice to that effect to the presenter of the demand.The notice shall state:•i. that the guarantor is rejecting the demand, and•ii. each discrepancy for which the guarantor rejects the demand.Such notice shall be sent without delay but not later than the close of the fifth business day following the day of presentation.� A guarantor failing to act in accordance with above mentioned, shall be precluded from claiming that demand and any related documents do not constitute a complying demand.Article 25Reduction and termination� The amount payable under the guarantee shall be reduced by any amount:•i. paid under the guarantee,•ii. resulting from the application of article 13, or•iii. indicated in the beneficiary’s signed partial release from liability under the guarantee.� Whether or not the guarantee document is returned to the guarantor, the guarantee shall terminate:•i. on expiry,•ii. When no amount remains payable under it, or•iii. on presentation to the guarantor of the beneficiary’s signed release from liability under the guarantee. Guarantee terminated when guarantee document returned?Article 25Reduction and termination�If the guarantee or the counter-guarantee states neither an expiry date nor an expiry event, the guarantee shall terminate after the lapse of three years from the date of issue and the counter-guarantee shall terminate 30 calendar days after the guarantee terminates.� The expiry date is extended to the first following business day at the place when falls on a day is not a business day.�The guarantor shall without delay so inform the instructing party or counter guarantor when guarantee terminate•on expiry event,•no amount remains payable, or•beneficiary’s signed release indexArticle26 F orce majeure� Force majeure: means acts of God, riots, civil commotions, insurrections, wars, acts of terrorism or any causes beyond the control ofthe guarantor or counter guarantor that interrupt its business as it relates to acts of a kind subject to these rules.�Should the guarantee expire at a time when presentation or payment under that guarantee is prevented by force majeure:•each of the guarantee and any counter guarantee shall be extended for a period of 30 calendar days•the running of the time for examination shall be suspended untilthe resumption of the guarantor’s business if presentation made but not yet examined• a complying demand not paid shall be paid, and guarantor shall be entitled to claim C/Guarantor within 30 calendar days after cessation even if the counter guarantee has expired.。
见索即付保函统一规则URDG758介绍=上海
8
URDG758
Article 2 Definitions
➢expiry means the expiry date or the expiry event or, if both are specified, the earlier of the two;
a. when a document specified in the guarantee as indicating the occurrence of the event is presented to the guarantor, or
b. if no such document is specified in the guarantee, when the occurrence of the event becomes determinable from the guarantor's own records. ☺Valid until 30 days after delivery evidenced by cargo receipt ?
URDG758
Article 1 Application of URDG ➢Apply to any demand guarantee or counter-guarantee that expressly indicates it is subject to them, except modifies or excludes them. ➢Demand Guarantee is subject to the URDG,
➢URDG 1992 version or 2010 version?
☺Can the URDG apply where not expressly incorporated in a guarantee?
URDG758 规则介绍
at request of
written undertaking a bank usually LG beneficiary LG applicant stated sum money to the LC beneficiary
to pay
Againstpresentation Againstpresentation of documents, usually a default claim provided the terms & conditions of the Standby
URDG758 Article 1 Application of URDG
Where, at the request or with the agreement of the instructing party, a demand guarantee or counter-guarantee is issued subject to the URDG, the instructing party is deemed to have accepted the rights and obligations expressly ascribed to it in these rules. URDG 1992 version or 2010 version? Can the URDG apply where not expressly incorporated in a guarantee?
758见索即付保函统一规则
URDG 758The URDG 758 are the Uniform Rules for Demand Guarantees - effective 01 July 2010.ForewordThis revision of ICC's Uniform Rules for Demand Guarantees (URDG) is the first since the rules were developed by ICC in 1991. The original rules, URDG 458, gained broad international acceptance in recent years following their incorporation by the World Bank in its guarantee forms and their endorsement by UNCITRAL and leading industry associations, such as FIDIC.This first revision of the rules was meticulously prepared over a period of two and a half years, and is the result of a collective effort by a number of ICC constituent groups. It was developed as a joint project by two ICC commissions - the Banking Commission and the Commission on Commercial Law and Practice - therefore taking into account the legitimate expectations of all relevant sectors. ICC national committees contributed substantially to the final product: some 52 national committees submitted several hundred pages of valuable suggestions on successive drafts, a number of which were incorporated into the final text.The ICC Task Force on Guarantees, which consisted of 40 members from 26 countries, reviewed the various drafts and added their own suggestions. The URDG Drafting Group, ably chaired by Dr Georges Affaki, met on a number of occasions, carefully reviewed all comments submitted by national committees and the Task Force and developed the final draft.This collective effort has borne fruit; it has produced rules that reflect a broad consensus among bankers, users and all members of the guarantee community. In fact, the present revision of the URDG does not merely update the existing rules. It is the result of an ambitious project to create a new set of rules for the twenty-first century that is clearer, more precise and more comprehensive. As such, URDG 758 is destined to become the standard text for demand guarantees worldwide.Jean RozwadowskiSecretary GeneralInternational Chamber of CommerceJanuary 2010IntroductionThe new URDG 758 succeed URDG 458. Over 17 years of practice (1992 - 2009), URDG 458 proved to be both successful and reliable. They were used by banks and businesses across continents and industry sectors. URDG 458 were endorsed by international organizations, multilateral financial institutions, bank regulators, lawmakers and professional federations. In contrast to the failed Uniform Rules for Contract Guarantees (URCG 325), URDG 458 reflected the reality of the international demand guarantee market and struck the most reasonable balance between the interests of all the parties involved. By choosing to instruct a guarantor to issue a demand guarantee subject to URDG, applicants renounced their ability to obstruct payment for reasons derived from their relationship with the beneficiary. In turn, beneficiaries were expected to state in general terms - but not to justify, establish or prove - the nature of the applicant's breach in the performance of the underlying relationship. Finally, because a demand guarantee is an independent undertaking, guarantors were assured that their commitment was subject to its own terms. They were insulated from the performance contingencies of the underlying relationship.Their incremental use, backed by the support of ICC, enabled URDG 458 to make a critical contribution towards levelling the playing field among demand guarantee issuers and users regardless of the legal, economic or social system in which they operate.Yet, URDG 458 formed the first attempt by ICC to codify independent guarantee practice. Over the years, the application of their provisions shed light on the need for drafting adjustments, clarifications, expansion of scope or clear corrections of the adopted standard. Views reported to the ICC Task Force on Guarantees from URDG users worldwide provided the necessary material to launch a revision of URDG 458 that both the lapse of time and the evolution of practice made necessary. The revision was launched in 2007 and was conducted under the aegis of both the ICC Banking Commission and the Commission on Commercial Law and Practice (CLP).The ICC Task Force on Guarantees, the standing expert body created by ICC in 2003 to monitor international guarantee practice, acted as a consultative body to a Drafting Group that produced five comprehensive drafts during the two and a half year revision process. Each draft was submitted for review and comments to ICC national committees. Over 600 sets of comments were received from a total of 52 countries and were thoroughly examined. These comments were instrumental in shaping the new rules. Regular progress reports were presented to meetings of each of the ICC commissions considering the rules and were comprehensively debated. This method ensured that the revision takes into account views received from a broad cross-sector of concerned parties.The resulting URDG 758 were adopted by the ICC Executive Board on 3 December 2009, following endorsement by the members of the two sponsoring commissions. They will come into force on July 1, 2010. The new rules apply to any demand guarantee or counter-guarantee where incorporated by reference in the text. They can also apply as trade usage or by implication from a consistent course of dealing between the parties to the demand guarantee or counter-guarantee where so provided by the applicable law.The new URDG 758 do not merely update URDG 458; they are the result of an ambitious process that seeks to bring a new set of rules for demand guarantees into the 21st century, rules that are clearer, moreprecise and more comprehensive.Clearer URDG.The new URDG 758 aim for clarity. They adopt the drafting style of ICC's universally accepted Uniform Rules for Documentary Credits (UCP 600) by bringing together the definitions of terms in one article. They also bring a much needed clarification of the process according to which a presentation will be checked for conformity.More precise URDG. A number of the standards contained in URDG 458 left a margin for interpretation that varied according to the particular facts of the case. This was particularly true for the terms "reasonable time" and "reasonable care". The new URDG have excluded all imprecise standards with an aim to foster certainty and predictability. Examples are time durations for the examination of a demand, the extension of a guarantee in the case of force majeure, and the suspension of the guarantee in the case of an extend or pay demand.More comprehensive URDG. Important practices were left out of URDG 458. This was particularly the case for the advice of a guarantee, amendments, standards for examination of presentations, partial, multiple and incomplete demands, linkage of documents, and transfer of guarantees. In addition, there was only fragmentary treatment of counter-guarantees. What was understandable at the time of the first attempt to codify demand guarantee practice can no longer be accepted 17 years later. The new URDG 758 now cover all of these practices and make clear that provisions governing guarantees apply equally to counter-guarantees.Balanced URDG. The new URDG 758 endorse and build on the balanced approach that characterized URDG 458. For example:- The beneficiary is entitled to payment upon presentation of a complying demand without the need for the guarantor to seek the applicant's approval. The new URDG also correct an unfair situation that would have left the beneficiary without recourse to the guarantee in the case of force majeure if its expiry coincided with the interruption of the guarantor's business.- The guarantor's independent role is expressed in stronger and clearer terms and, more importantly, it is now expressed in exclusively documentary terms. The new URDG expect the guarantor to act diligently. For instance, a guarantor is expected to reject a non-complying demand within five business days by sending a rejection notice that lists all of the discrepancies; otherwise, the guarantor will be precluded from claiming that the demand is non-complying and will be compelled to pay. Largely accepted in documentary credit practice under the UCP, the preclusion sanction is necessary to discipline unfair practices that work to the detriment of the beneficiary.- The applicant's right to be informed of the occurrence of the key stages in the lifecycle of the guarantee is acknowledged in the new rules. However, this information should not be a prerequisite for payment when a complying demand is presented.Innovative URDG. The new URDG 758 feature a number of innovations dictated by the development of practice and the need to avoid disputes. An example is the new rule that proposes a substitution of currencies when payment in the currency specified in the guarantee becomes impossible. Another example is the new termination mechanism for guarantees that state neither an expiry date nor an expiryevent. This solution is expected to reduce the number of open-ended guarantees that severely penalize applicants and are incompatible with the banks' capital requirements.The Guide. The rationale, preparatory work and interpretation of each article of the new URDG 758 can be found in a separately released Guide to the rules (ICC Publication No. 702).The new URDG 758 package.The new rules are accompanied by a model guarantee and counter-guarantee form featured at the end of this publication. They are destined to evolve into an indispensable companion to the new URDG 758 and their users. Experience shows that a comprehensive ready-to-use package that combines both the rules and model forms is more attractive to users than the previously separate ICC publications Nos. 458 and 503. It should also be conducive to more harmonized a practice.In drafting the new URDG 758 model guarantee form, a unitary approach was preferred to one that would have consisted of multiple forms linked to the purpose of each guarantee. Tender, performance, advance payment, retention money, warranty and other types of demand guarantees share the same nature and have similar features. This was evidenced by the five nearly identical basic model guarantee forms in ICC publication No. 503 that accompanied URDG 458. Of course, URDG 758 users have the option of enriching the unitary model form with one or more of the clauses proposed at the end of this publication such as the reduction of amount clause for advance payment guarantees or even drafting any other clause outright.A final message: the need for clear drafting. Clear drafting is the linchpin of a successful international demand guarantee practice. This has proven to be the case over time and across cultures and industry sectors. Using the new URDG 758 model guarantee form levels the playing field and avoids misunderstandings. As such, it will hopefully significantly curb the worrying tendency that a few courts have shown in recent years to re-characterize demand guarantees as accessory suretyships - or the reverse. While sometimes warranted by the ambiguous terms used by the parties, such interference has considerably destabilized the international guarantee market by adding a particularly prejudicial element of uncertainty. Such a regrettable situation can be remedied by a consistent use of URDG 758 and their accompanying model form in any type of demand guarantee or counter-guarantee or, indeed, any other independent undertaking.Acknowledgments. I would like to express my deep appreciation to the members of the ICC Task Force on Guarantees*, the ICC national committees and members of both the Banking Commission and CLP for their guidance, support and constructive participation in the revision. The Guarantees Department of RZB was very helpful in processing the hundreds of national comments received throughout the revision process and compiling them for the Drafting Group's review.It was my privilege to chair the Drafting Group that undertook the revision. The members of the Drafting Group are listed below in alphabetical order:Roger Carouge (Germany), Sir Roy Goode (United Kingdom),Dr Andrea Hauptmann (Austria), Glenn Ransier (United States), Pradeep Taneja (Bahrain), and Farideh Tazhibi(Islamic Republic of Iran).Rarely has a chairman been blessed with a group whose members are so experienced and enthusiastic about the subject at hand, animated by team spirit, complementary in their regional and sectoralexperience and able to endure with admirable patience the inevitable challenges of a fast-track revision process.The result is the new URDG 758, which we proudly offer to the world.Dr. Georges AffakiVice-Chair, ICC Banking CommissionBNP ParibasJanuary 2010目录Article 1 Application of URDG 本规则的适用范围 (8)Article 2 Definitions 定义 (8)Article 3 Interpretation 解释 (11)Article 4 Issue and effectiveness 开立和生效 (12)Article 5 Independence of guarantee and counter-guarantee 保函和反担保函的独立性 (13)Article 6 Documents v. goods, services or performance 单据和货物、服务或者履约行为 (13)Article 7 Non-documentary conditions 非单据条件 (13)Article 8 Content of instructions and guarantees 指示和保函的内容 (14)Article 9 Application not taken up 拒绝接受申请 (15)Article 10 Advising of guarantee or amendment 保函或者保函修改的通知 (15)Article 11 Amendments 修改 (16)Article 12 Extent of guarantor's liability under guarantee 保函项下担保人责任的范围 (17)Article 13 Variation of amount of guarantee 保函金额的变动 (17)Article 14 Presentation 交单 (17)Article 15 Requirements for demand 对索偿要求的要求 (19)Article 16 Information about demand 关于索偿要求的告知 (19)Article 17 Partial demand and multiple demands; amount of demands 部分索偿要求和多次索偿要求，索偿要求的金额................................ .. (20)Article 18 Separateness of each demand 每一次索偿要求的独立性 (21)Article 19 Examination 审核 (21)Article 20 Time for examination of demand; payment 审核索偿要求的时间，付款 (22)Article 21 Currency of payment 支付的货币 (22)Article 22 Transmission of copies of complying demand 相符索偿要求副本的传递 (23)Article 23 Extend or pay 展期或付款 (23)Article 24 Non-complying demand, waiver and notice 非相符索偿要求，放弃决定和通知 (25)Article 25 Reduction and termination 减额与终止 (26)Article 26 Force majeure 不可抗力 (27)Article 27 Disclaimer on effectiveness of documents 关于单据有效性的免责 (28)Article 28 Disclaimer on transmission and translation 关于传递和翻译的免责 (29)Article 29 Disclaimer for acts of another party 关于其他当事方行为的免责 (29)Article 30 Limits on exemption from liability 责任豁免的限度 (30)Article 31 Indemnity for foreign laws and usages 外国法律和惯例的补偿 (30)Article 32 Liability for charges 关于费用的责任 (30)Article 33 Transfer of guarantee and assignment of proceeds 保函的转让和款项让渡 (30)Article 34 Governing law 管辖法律 (32)Article 35 Jurisdiction 司法管辖权 (32)Article 1 Application of URDG 本规则的适用范围a.The Uniform Rules for Demand Guarantees ("URDG") apply to any demand guarantee orcounter-guarantee that expressly indicates it is subject to them. They are binding on all parties to the demand guarantee or counter-guarantee except so far as the demand guarantee or counter-guarantee modifies or excludes them.《见索即付保函统一规则》（以下简称“本规则”）适用于任何在其文本中清楚地表示受本规则约束的见索即付保函或者反担保函。
URDG758见索即付保函统一规则[中英对照]
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URDG 758The URDG 758 are the Uniform Rules for Demand Guarantees ‐ effective 01 July 2010.ForewordThis revision of ICC's Uniform Rules for Demand Guarantees (URDG) is the first since the rules were developed by ICC in 1991. The original rules, URDG 458, gained broad international acceptance in recent years following their incorporation by the World Bank in its guarantee forms and their endorsement by UNCITRAL and leading industry associations, such as FIDIC.This first revision of the rules was meticulously prepared over a period of two and a half years, and is the result of a collective effort by a number of ICC constituent groups. It was developed as a joint project by two ICC commissions ‐ the Banking Commission and the Commission on Commercial Law and Practice ‐ therefore taking into account the legitimate expectations of all relevant sectors. ICC national committees contributed substantially to the final product: some 52 national committees submitted several hundred pages of valuable suggestions on successive drafts, a number of which were incorporated into the final text.The ICC Task Force on Guarantees, which consisted of 40 members from 26 countries, reviewed the various drafts and added their own suggestions. The URDG Drafting Group, ably chaired by Dr Georges Affaki, met on a number of occasions, carefully reviewed all comments submitted by national committees and the Task Force and developed the final draft.This collective effort has borne fruit; it has produced rules that reflect a broad consensus among bankers, users and all members of the guarantee community. In fact, the present revision of the URDG does not merely update the existing rules. It is the result of an ambitious project to create a new set of rules for the twenty‐first century that is clearer, more precise and more comprehensive. As such, URDG 758 is destined to become the standard text for demand guarantees worldwide.Jean RozwadowskiSecretary GeneralInternational Chamber of CommerceJanuary 2010IntroductionThe new URDG 758 succeed URDG 458. Over 17 years of practice (1992 ‐ 2009), URDG 458 proved to be both successful and reliable. They were used by banks and businesses across continents and industry sectors. URDG 458 were endorsed by international organizations, multilateral financial institutions, bank regulators, lawmakers and professional federations. In contrast to the failed Uniform Rules for Contract Guarantees (URCG 325), URDG 458 reflected the reality of the international demand guarantee market and struck the most reasonable balance between the interests of all the parties involved. By choosing to instruct a guarantor to issue a demand guarantee subject to URDG, applicants renounced their ability to obstruct payment for reasons derived from their relationship with the beneficiary. In turn, beneficiaries were expected to state in general terms ‐ but not to justify, establish or prove ‐ the nature of the applicant's breach in the performance of the underlying relationship. Finally, because a demand guarantee is an independent undertaking, guarantors were assured that their commitment was subject to its own terms. They were insulated from the performance contingencies of the underlying relationship.Their incremental use, backed by the support of ICC, enabled URDG 458 to make a critical contribution towards levelling the playing field among demand guarantee issuers and users regardless of the legal, economic or social system in which they operate.Yet, URDG 458 formed the first attempt by ICC to codify independent guarantee practice. Over the years, the application of their provisions shed light on the need for drafting adjustments, clarifications, expansion of scope or clear corrections of the adopted standard. Views reported to the ICC Task Force on Guarantees from URDG users worldwide provided the necessary material to launch a revision of URDG 458 that both the lapse of time and the evolution of practice made necessary. The revision was launched in 2007 and was conducted under the aegis of both the ICC Banking Commission and the Commission on Commercial Law and Practice (CLP).The ICC Task Force on Guarantees, the standing expert body created by ICC in 2003 to monitor international guarantee practice, acted as a consultative body to a Drafting Group that produced five comprehensive drafts during the two and a half year revision process. Each draft was submitted for review and comments to ICC national committees. Over 600 sets of comments were received from a total of 52 countries and were thoroughly examined. These comments were instrumental in shaping the new rules. Regular progress reports were presented to meetings of each of the ICC commissions considering the rules and were comprehensively debated. This method ensured that the revision takes into account views received from a broad cross‐sector of concerned parties.The resulting URDG 758 were adopted by the ICC Executive Board on 3 December 2009, following endorsement by the members of the two sponsoring commissions. They will come into force on July 1, 2010. The new rules apply to any demand guarantee or counter‐guarantee where incorporated by reference in the text. They can also apply as trade usage or by implication from a consistent course of dealing between the parties to the demand guarantee or counter‐guarantee where so provided by the applicable law.The new URDG 758 do not merely update URDG 458; they are the result of an ambitious process that seeks to bring a new set of rules for demand guarantees into the 21st century, rules that are clearer, more precise and more comprehensive.Clearer URDG. The new URDG 758 aim for clarity. They adopt the drafting style of ICC's universally accepted Uniform Rules for Documentary Credits (UCP 600) by bringing together the definitions of terms in one article. They also bring a much needed clarification of the process according to which a presentation will be checked for conformity.More precise URDG. A number of the standards contained in URDG 458 left a margin for interpretation that varied according to the particular facts of the case. This was particularly true for the terms "reasonable time" and "reasonable care". The new URDG have excluded all imprecise standards with an aim to foster certainty and predictability. Examples are time durations for the examination of a demand, the extension of a guarantee in the case of force majeure, and the suspension of the guarantee in the case of an extend or pay demand.More comprehensive URDG. Important practices were left out of URDG 458. This was particularly the case for the advice of a guarantee, amendments, standards for examination of presentations, partial, multiple and incomplete demands, linkage of documents, and transfer of guarantees. In addition, there was only fragmentary treatment of counter‐guarantees. What was understandable at the time of the first attempt to codify demand guarantee practice can no longer be accepted 17 years later. The new URDG 758 now cover all of these practices and make clear that provisions governing guarantees apply equally to counter‐guarantees.Balanced URDG. The new URDG 758 endorse and build on the balanced approach that characterized URDG 458. For example:‐ The beneficiary is entitled to payment upon presentation of a complying demand without the need for the guarantor to seek the applicant's approval. The new URDG also correct an unfair situation that would have left the beneficiary without recourse to the guarantee in the case of force majeure if its expiry coincided with the interruption of the guarantor's business.‐ The guarantor's independent role is expressed in stronger and clearer terms and, more importantly, it is now expressed in exclusively documentary terms. The new URDG expect the guarantor to act diligently. For instance, a guarantor is expected to reject a non‐complying demand within five business days by sending a rejection notice that lists all of the discrepancies; otherwise, the guarantor will be precluded from claiming that the demand is non‐complying and will be compelled to pay. Largely accepted in documentary credit practice under the UCP, the preclusion sanction is necessary to discipline unfair practices that work to the detriment of the beneficiary.‐ The applicant's right to be informed of the occurrence of the key stages in the lifecycle of the guarantee is acknowledged in the new rules. However, this information should not be a prerequisite for payment when a complying demand is presented.Innovative URDG. The new URDG 758 feature a number of innovations dictated by the development of practice and the need to avoid disputes. An example is the new rule that proposes a substitution of currencies when payment in the currency specified in the guarantee becomes impossible. Another example is the new termination mechanism for guarantees that state neither an expiry date nor an expiry event. This solution is expected to reduce the number of open‐ended guarantees that severely penalize applicants and are incompatible with the banks' capital requirements.The Guide. The rationale, preparatory work and interpretation of each article of the new URDG 758 can be found in a separately released Guide to the rules (ICC Publication No. 702).The new URDG 758 package. The new rules are accompanied by a model guarantee and counter‐guarantee form featured at the end of this publication. They are destined to evolve into an indispensable companion to the new URDG 758 and their users. Experience shows that a comprehensive ready‐to‐use package that combines both the rules and model forms is more attractive to users than the previously separate ICC publications Nos. 458 and 503. It should also be conducive to more harmonized a practice.In drafting the new URDG 758 model guarantee form, a unitary approach was preferred to one that would have consisted of multiple forms linked to the purpose of each guarantee. Tender, performance, advance payment, retention money, warranty and other types of demand guarantees share the same nature and have similar features. This was evidenced by the five nearly identical basic model guarantee forms in ICC publication No. 503 that accompanied URDG 458. Of course, URDG 758 users have the option of enriching the unitary model form with one or more of the clauses proposed at the end of this publication such as the reduction of amount clause for advance payment guarantees or even drafting any other clause outright.A final message: the need for clear drafting. Clear drafting is the linchpin of a successful international demand guarantee practice. This has proven to be the case over time and across cultures and industry sectors. Using the new URDG 758 model guarantee form levels the playing field and avoids misunderstandings. As such, it will hopefully significantly curb the worrying tendency that a few courts have shown in recent years to re‐characterize demand guarantees as accessory suretyships ‐ or the reverse. While sometimes warranted by the ambiguous terms used by the parties, such interference has considerably destabilized the international guarantee market by adding a particularly prejudicial element of uncertainty. Such a regrettable situation can be remedied by a consistent use of URDG 758 and their accompanying model form in any type of demand guarantee or counter‐guarantee or, indeed, any other independent undertaking.Acknowledgments. I would like to express my deep appreciation to the members of the ICC Task Force on Guarantees*, the ICC national committees and members of both the Banking Commission and CLP for their guidance, support and constructive participation in the revision. The Guarantees Department of RZB was very helpful in processing the hundreds of national comments received throughout the revision process and compiling them for the Drafting Group's review.It was my privilege to chair the Drafting Group that undertook the revision. The members of the Drafting Group are listed below in alphabetical order:Roger Carouge (Germany), Sir Roy Goode (United Kingdom),Dr Andrea Hauptmann (Austria), Glenn Ransier (United States), Pradeep Taneja (Bahrain), and Farideh Tazhibi(Islamic Republic of Iran).Rarely has a chairman been blessed with a group whose members are so experienced and enthusiastic about the subject at hand, animated by team spirit, complementary in their regional and sectoral experience and able to endure with admirable patience the inevitable challenges of a fast‐track revision process.The result is the new URDG 758, which we proudly offer to the world.Dr. Georges AffakiVice‐Chair, ICC Banking CommissionBNP ParibasJanuary 2010目 录Article 1 Application of URDG 本规则的适用范围 (8)Article 2 Definitions 定义 (8)Article 3 Interpretation 解释 (11)Article 4 Issue and effectiveness 开立和生效 (12)Article 5 Independence of guarantee and counter‐guarantee 保函和反担保函的独立性 (13)Article 6 Documents v. goods, services or performance 单据和货物、服务或者履约行为 (13)Article 7 Non‐documentary conditions 非单据条件 (13)Article 8 Content of instructions and guarantees 指示和保函的内容 (14)Article 9 Application not taken up 拒绝接受申请 (15)Article 10 Advising of guarantee or amendment 保函或者保函修改的通知 (15)Article 11 Amendments 修改 (16)Article 12 Extent of guarantor's liability under guarantee 保函项下担保人责任的范围 (17)Article 13 Variation of amount of guarantee 保函金额的变动 (17)Article 14 Presentation 交单 (17)Article 15 Requirements for demand 对索偿要求的要求 (19)Article 16 Information about demand 关于索偿要求的告知 (19)Article 17 Partial demand and multiple demands; amount of demands 部分索偿要求和多次索偿要求，索偿要求的金额................................ .. (20)Article 18 Separateness of each demand 每一次索偿要求的独立性 (21)Article 19 Examination 审核 (21)Article 20 Time for examination of demand; payment 审核索偿要求的时间，付款 (22)Article 21 Currency of payment 支付的货币 (22)Article 22 Transmission of copies of complying demand 相符索偿要求副本的传递 (23)Article 23 Extend or pay 展期或付款 (23)Article 24 Non‐complying demand, waiver and notice 非相符索偿要求，放弃决定和通知 (25)Article 25 Reduction and termination 减额与终止 (26)Article 26 Force majeure 不可抗力 (27)Article 27 Disclaimer on effectiveness of documents 关于单据有效性的免责 (28)Article 28 Disclaimer on transmission and translation 关于传递和翻译的免责 (29)Article 29 Disclaimer for acts of another party 关于其他当事方行为的免责 (29)Article 30 Limits on exemption from liability 责任豁免的限度 (30)Article 31 Indemnity for foreign laws and usages 外国法律和惯例的补偿 (30)Article 32 Liability for charges 关于费用的责任 (30)Article 33 Transfer of guarantee and assignment of proceeds 保函的转让和款项让渡 (30)Article 34 Governing law 管辖法律 (32)Article 35 Jurisdiction 司法管辖权 (32)Article 1 Application of URDG 本规则的适用范围a.The Uniform Rules for Demand Guarantees ("URDG") apply to any demand guarantee orcounter‐guarantee that expressly indicates it is subject to them. They are binding on all parties to the demand guarantee or counter‐guarantee except so far as the demand guarantee or counter‐guarantee modifies or excludes them.《见索即付保函统一规则》（以下简称“本规则”）适用于任何在其文本中清楚地表示受本规则约束的见索即付保函或者反担保函。
见索即付保函统一规则URDG_758中英文
URDG 758The URDG 758 are the Uniform Rules for Demand Guarantees -effective 01 July 2010.ForewordThis revision of ICC's Uniform Rules for Demand Guarantees (URDG)is the first since the rules were developed by ICC in 1991. The original rules, URDG 458, gained broad international acceptance in recent years following their incorporation by the World Bank in its guarantee forms and their endorsement by UNCITRAL and leading industry associations,such as FIDIC.This first revision of the rules was meticulously prepared over a period of two and a half years, and is the result of a collective effort by a number of ICC constituent groups. It was developed as a jointproject by two ICC commissions - the Banking Commission and the Commission on Commercial Law and Practice - therefore taking intoaccount the legitimate expectations of all relevant sectors. ICCnational committees contributed substantially to the final product: some 52 national committees submitted several hundred pages of valuable suggestions on successive drafts, a number of which were incorporatedinto the final text.The ICC Task Force on Guarantees, which consisted of 40 membersfrom 26 countries, reviewed the various drafts and added their own suggestions. The URDG Drafting Group, ably chaired by Dr Georges Affaki, met on a number of occasions, carefully reviewed all comments submitted by national committees and the Task Force and developed the final draft.This collective effort has borne fruit; it has produced rules that reflect a broad consensus among bankers, users and all members of the guarantee community. In fact, the present revision of the URDG does not merely update the existing rules. It is the result of an ambitious project to create a new set of rules for the twenty-first century that is clearer, more precise and more comprehensive. As such, URDG 758 is destined to become the standard text for demand guarantees worldwide.Jean RozwadowskiSecretary GeneralInternational Chamber of CommerceJanuary 2010IntroductionThe new URDG 758 succeed URDG 458. Over 17 years of practice (1992 - 2009), URDG 458 proved to be both successful and reliable. They were used by banks and businesses across continents and industry sectors. URDG 458 were endorsed by international organizations, multilateral financial institutions, bank regulators, lawmakers and professional federations. In contrast to the failed Uniform Rules for Contract Guarantees (URCG 325), URDG 458 reflected the reality of the international demand guarantee market and struck the most reasonable balance between the interests of all the parties involved. By choosing to instruct a guarantor to issue a demand guarantee subject to URDG, applicants renounced their ability to obstruct payment for reasonsderived from their relationship with the beneficiary. In turn, beneficiaries were expected to state in general terms - but not to justify, establish or prove - the nature of the applicant's breach in the performance of the underlying relationship. Finally, because a demand guarantee is an independent undertaking, guarantors were assured that their commitment was subject to its own terms. They were insulated from the performance contingencies of the underlying relationship.Their incremental use, backed by the support of ICC, enabled URDG 458 to make a critical contribution towards levelling the playing field among demand guarantee issuers and users regardless of the legal, economic or social system in which they operate.Yet, URDG 458 formed the first attempt by ICC to codify independent guarantee practice. Over the years, the application of their provisions shed light on the need for drafting adjustments, clarifications, expansion of scope or clear corrections of the adopted standard. Views reported to the ICC Task Force on Guarantees from URDG users worldwide provided the necessary material to launch a revision of URDG 458 that both the lapse of time and the evolution of practice made necessary. The revision was launched in 2007 and was conducted under the aegis of both the ICC Banking Commission and the Commission on Commercial Law and Practice (CLP).The ICC Task Force on Guarantees, the standing expert body created by ICC in 2003 to monitor international guarantee practice, acted as a consultative body to a Drafting Group that produced five comprehensive drafts during the two and a half year revision process. Each draft was submitted for review and comments to ICC national committees. Over 600sets of comments were received from a total of 52 countries and were thoroughly examined. These comments were instrumental in shaping the new rules. Regular progress reports were presented to meetings of each ofthe ICC commissions considering the rules and were comprehensively debated. This method ensured that the revision takes into account views received from a broad cross-sector of concerned parties.The resulting URDG 758 were adopted by the ICC Executive Board on 3 December 2009, following endorsement by the members of the twosponsoring commissions. They will come into force on July 1, 2010. The new rules apply to any demand guarantee or counter-guarantee where incorporated by reference in the text. They can also apply as tradeusage or by implication from a consistent course of dealing between the parties to the demand guarantee or counter-guarantee where so providedby the applicable law.The new URDG 758 do not merely update URDG 458; they are the resultof an ambitious process that seeks to bring a new set of rules for demand guarantees into the 21st century, rules that are clearer, more precise and more comprehensive.Clearer URDG. The new URDG 758 aim for clarity. They adopt the drafting style of ICC's universally accepted Uniform Rules for Documentary Credits (UCP 600) by bringing together the definitions of terms in one article. They also bring a much needed clarification of the process according to which a presentation will be checked for conformity.More precise URDG. A number of the standards contained in URDG 458left a margin for interpretation that varied according to the particular facts of the case. This was particularly true for the terms "reasonabletime" and "reasonable care". The new URDG have excluded all imprecise standards with an aim to foster certainty and predictability. Examples are time durations for the examination of a demand, the extension of a guarantee in the case of force majeure, and the suspension of the guarantee in the case of an extend or pay demand.More comprehensive URDG. Important practices were left out of URDG 458. This was particularly the case for the advice of a guarantee, amendments, standards for examination of presentations, partial,multiple and incomplete demands, linkage of documents, and transfer of guarantees. In addition, there was only fragmentary treatment ofcounter-guarantees. What was understandable at the time of the first attempt to codify demand guarantee practice can no longer be accepted 17 years later. The new URDG 758 now cover all of these practices and make clear that provisions governing guarantees apply equally to counter-guarantees.Balanced URDG. The new URDG 758 endorse and build on the balanced approach that characterized URDG 458. For example:- The beneficiary is entitled to payment upon presentation of a complying demand without the need for the guarantor to seek the applicant's approval. The new URDG also correct an unfair situation that would have left the beneficiary without recourse to the guarantee in the case of force majeure if its expiry coincided with the interruption of the guarantor's business.- The guarantor's independent role is expressed in stronger and clearer terms and, more importantly, it is now expressed in exclusively documentary terms. The new URDG expect the guarantor to act diligently.For instance, a guarantor is expected to reject a non-complying demand within five business days by sending a rejection notice that lists all of the discrepancies; otherwise, the guarantor will be precluded from claiming that the demand is non-complying and will be compelled to pay. Largely accepted in documentary credit practice under the UCP, the preclusion sanction is necessary to discipline unfair practices that work to the detriment of the beneficiary.- The applicant's right to be informed of the occurrence of the key stages in the lifecycle of the guarantee is acknowledged in the new rules. However, this information should not be a prerequisite for payment when a complying demand is presented.Innovative URDG. The new URDG 758 feature a number of innovations dictated by the development of practice and the need to avoid disputes. An example is the new rule that proposes a substitution of currencies when payment in the currency specified in the guarantee becomes impossible. Another example is the new termination mechanism for guarantees that state neither an expiry date nor an expiry event. This solution is expected to reduce the number of open-ended guarantees that severely penalize applicants and are incompatible with the banks'capital requirements.The Guide. The rationale, preparatory work and interpretation of each article of the new URDG 758 can be found in a separately released Guide to the rules (ICC Publication No. 702).The new URDG 758 package. The new rules are accompanied by a model guarantee and counter-guarantee form featured at the end of this publication. They are destined to evolve into an indispensable companionto the new URDG 758 and their users. Experience shows that a comprehensive ready-to-use package that combines both the rules and model forms is more attractive to users than the previously separate ICC publications Nos. 458 and 503. It should also be conducive to more harmonized a practice.In drafting the new URDG 758 model guarantee form, a unitary approach was preferred to one that would have consisted of multiple forms linked to the purpose of each guarantee. Tender, performance, advance payment, retention money, warranty and other types of demand guarantees share the same nature and have similar features. This was evidenced by the five nearly identical basic model guarantee forms in ICC publication No. 503 that accompanied URDG 458. Of course, URDG 758 users have the option of enriching the unitary model form with one or more of the clauses proposed at the end of this publication such as the reduction of amount clause for advance payment guarantees or even drafting any other clause outright.A final message: the need for clear drafting. Clear drafting is the linchpin of a successful international demand guarantee practice. This has proven to be the case over time and across cultures and industry sectors. Using the new URDG 758 model guarantee form levels the playing field and avoids misunderstandings. As such, it will hopefully significantly curb the worrying tendency that a few courts have shown in recent years to re-characterize demand guarantees as accessory suretyships - or the reverse. While sometimes warranted by the ambiguous terms used by the parties, such interference has considerably destabilized the international guarantee market by adding a particularly prejudicial element of uncertainty. Such a regrettable situation can beremedied by a consistent use of URDG 758 and their accompanying modelform in any type of demand guarantee or counter-guarantee or, indeed,any other independent undertaking.Acknowledgments. I would like to express my deep appreciation tothe members of the ICC Task Force on Guarantees*, the ICC national committees and members of both the Banking Commission and CLP for their guidance, support and constructive participation in the revision. The Guarantees Department of RZB was very helpful in processing the hundreds of national comments received throughout the revision process and compiling them for the Drafting Group's review.It was my privilege to chair the Drafting Group that undertook the revision. The members of the Drafting Group are listed below in alphabetical order:Roger Carouge (Germany), Sir Roy Goode (United Kingdom),Dr Andrea Hauptmann (Austria), Glenn Ransier (United States), Pradeep Taneja (Bahrain), and Farideh Tazhibi(Islamic Republic of Iran).Rarely has a chairman been blessed with a group whose members areso experienced and enthusiastic about the subject at hand, animated by team spirit, complementary in their regional and sectoral experience and able to endure with admirable patience the inevitable challenges of afast-track revision process.The result is the new URDG 758, which we proudly offer to the world.Dr. Georges AffakiVice-Chair, ICC Banking CommissionBNP ParibasJanuary 2010目录Article 1 Application of URDG 本规则的适用范围 8Article 2 Definitions 定义 8Article 3 Interpretation 解释 11Article 4 Issue and effectiveness 开立和生效 12Article 5 Independence of guarantee and counter-guarantee 保函和反担保函的独立性 13Article 6 Documents v. goods, services or performance 单据和货物、服务或者履约行为 13Article 7 Non-documentary conditions 非单据条件 13Article 8 Content of instructions and guarantees 指示和保函的内容 14Article 9 Application not taken up 拒绝接受申请 15Article 10 Advising of guarantee or amendment 保函或者保函修改的通知 15Article 11 Amendments 修改 16Article 12 Extent of guarantor's liability under guarantee 保函项下担保人责任的范围 17Article 13 Variation of amount of guarantee 保函金额的变动 17Article 14 Presentation 交单 17Article 15 Requirements for demand 对索偿要求的要求 19Article 16 Information about demand 关于索偿要求的告知 19Article 17 Partial demand and multiple demands; amount of demands 部分索偿要求和多次索偿要求，索偿要求的金额 (20)Article 18 Separateness of each demand 每一次索偿要求的独立性 21Article 19 Examination 审核 21Article 20 Time for examination of demand; payment 审核索偿要求的时间，付款 22Article 21 Currency of payment 支付的货币 22Article 22 Transmission of copies of complying demand 相符索偿要求副本的传递 23Article 23 Extend or pay 展期或付款 23Article 24 Non-complying demand, waiver and notice 非相符索偿要求，放弃决定和通知 25Article 25 Reduction and termination 减额与终止 26Article 26 Force majeure 不可抗力 27Article 27 Disclaimer on effectiveness of documents 关于单据有效性的免责 28Article 28 Disclaimer on transmission and translation 关于传递和翻译的免责 29Article 29 Disclaimer for acts of another party 关于其他当事方行为的免责 29Article 30 Limits on exemption from liability 责任豁免的限度 30Article 31 Indemnity for foreign laws and usages 外国法律和惯例的补偿 30Article 32 Liability for charges 关于费用的责任 30Article 33 Transfer of guarantee and assignment of proceeds 保函的转让和款项让渡 30Article 34 Governing law 管辖法律 32Article 35 Jurisdiction 司法管辖权 32Article 1 Application of URDG 本规则的适用范围a. The Uniform Rules for Demand Guarantees ("URDG") apply to any demand guarantee or counter-guarantee that expressly indicates it is subject to them. They are binding on all parties to the demand guarantee or counter-guarantee except so far as the demand guarantee or counter-guarantee modifies or excludes them.《见索即付保函统一规则》（以下简称“本规则”）适用于任何在其文本中清楚地表示受本规则约束的见索即付保函或者反担保函。
见索即付保函统一规则URDG758介绍=上海
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URDG758
Article 2 Definitions ➢Complying presentation under a guarantee means a presentation that is in accordance with, • first, the terms and conditions of that guarantee, • second, these rules so far as consistent with those terms and conditions and, • third, in the absence of a relevant provision in the guarantee or these rules, international standard demand guarantee practice. ➢Complying demand means a demand that meets the requirements of a complying presentation.
a. when a document specified in the guarantee as indicating the occurrence of the event is presented to the guarantor, or
URDG758见索即付保函统一规则[中英对照]
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URDG 758The URDG 758 are the Uniform Rules for Demand Guarantees ‐ effective 01 July 2010.ForewordThis revision of ICC's Uniform Rules for Demand Guarantees (URDG) is the first since the rules were developed by ICC in 1991. The original rules, URDG 458, gained broad international acceptance in recent years following their incorporation by the World Bank in its guarantee forms and their endorsement by UNCITRAL and leading industry associations, such as FIDIC.This first revision of the rules was meticulously prepared over a period of two and a half years, and is the result of a collective effort by a number of ICC constituent groups. It was developed as a joint project by two ICC commissions ‐ the Banking Commission and the Commission on Commercial Law and Practice ‐ therefore taking into account the legitimate expectations of all relevant sectors. ICC national committees contributed substantially to the final product: some 52 national committees submitted several hundred pages of valuable suggestions on successive drafts, a number of which were incorporated into the final text.The ICC Task Force on Guarantees, which consisted of 40 members from 26 countries, reviewed the various drafts and added their own suggestions. The URDG Drafting Group, ably chaired by Dr Georges Affaki, met on a number of occasions, carefully reviewed all comments submitted by national committees and the Task Force and developed the final draft.This collective effort has borne fruit; it has produced rules that reflect a broad consensus among bankers, users and all members of the guarantee community. In fact, the present revision of the URDG does not merely update the existing rules. It is the result of an ambitious project to create a new set of rules for the twenty‐first century that is clearer, more precise and more comprehensive. As such, URDG 758 is destined to become the standard text for demand guarantees worldwide.Jean RozwadowskiSecretary GeneralInternational Chamber of CommerceJanuary 2010IntroductionThe new URDG 758 succeed URDG 458. Over 17 years of practice (1992 ‐ 2009), URDG 458 proved to be both successful and reliable. They were used by banks and businesses across continents and industry sectors. URDG 458 were endorsed by international organizations, multilateral financial institutions, bank regulators, lawmakers and professional federations. In contrast to the failed Uniform Rules for Contract Guarantees (URCG 325), URDG 458 reflected the reality of the international demand guarantee market and struck the most reasonable balance between the interests of all the parties involved. By choosing to instruct a guarantor to issue a demand guarantee subject to URDG, applicants renounced their ability to obstruct payment for reasons derived from their relationship with the beneficiary. In turn, beneficiaries were expected to state in general terms ‐ but not to justify, establish or prove ‐ the nature of the applicant's breach in the performance of the underlying relationship. Finally, because a demand guarantee is an independent undertaking, guarantors were assured that their commitment was subject to its own terms. They were insulated from the performance contingencies of the underlying relationship.Their incremental use, backed by the support of ICC, enabled URDG 458 to make a critical contribution towards levelling the playing field among demand guarantee issuers and users regardless of the legal, economic or social system in which they operate.Yet, URDG 458 formed the first attempt by ICC to codify independent guarantee practice. Over the years, the application of their provisions shed light on the need for drafting adjustments, clarifications, expansion of scope or clear corrections of the adopted standard. Views reported to the ICC Task Force on Guarantees from URDG users worldwide provided the necessary material to launch a revision of URDG 458 that both the lapse of time and the evolution of practice made necessary. The revision was launched in 2007 and was conducted under the aegis of both the ICC Banking Commission and the Commission on Commercial Law and Practice (CLP).The ICC Task Force on Guarantees, the standing expert body created by ICC in 2003 to monitor international guarantee practice, acted as a consultative body to a Drafting Group that produced five comprehensive drafts during the two and a half year revision process. Each draft was submitted for review and comments to ICC national committees. Over 600 sets of comments were received from a total of 52 countries and were thoroughly examined. These comments were instrumental in shaping the new rules. Regular progress reports were presented to meetings of each of the ICC commissions considering the rules and were comprehensively debated. This method ensured that the revision takes into account views received from a broad cross‐sector of concerned parties.The resulting URDG 758 were adopted by the ICC Executive Board on 3 December 2009, following endorsement by the members of the two sponsoring commissions. They will come into force on July 1, 2010. The new rules apply to any demand guarantee or counter‐guarantee where incorporated by reference in the text. They can also apply as trade usage or by implication from a consistent course of dealing between the parties to the demand guarantee or counter‐guarantee where so provided by the applicable law.The new URDG 758 do not merely update URDG 458; they are the result of an ambitious process that seeks to bring a new set of rules for demand guarantees into the 21st century, rules that are clearer, more precise and more comprehensive.Clearer URDG. The new URDG 758 aim for clarity. They adopt the drafting style of ICC's universally accepted Uniform Rules for Documentary Credits (UCP 600) by bringing together the definitions of terms in one article. They also bring a much needed clarification of the process according to which a presentation will be checked for conformity.More precise URDG. A number of the standards contained in URDG 458 left a margin for interpretation that varied according to the particular facts of the case. This was particularly true for the terms "reasonable time" and "reasonable care". The new URDG have excluded all imprecise standards with an aim to foster certainty and predictability. Examples are time durations for the examination of a demand, the extension of a guarantee in the case of force majeure, and the suspension of the guarantee in the case of an extend or pay demand.More comprehensive URDG. Important practices were left out of URDG 458. This was particularly the case for the advice of a guarantee, amendments, standards for examination of presentations, partial, multiple and incomplete demands, linkage of documents, and transfer of guarantees. In addition, there was only fragmentary treatment of counter‐guarantees. What was understandable at the time of the first attempt to codify demand guarantee practice can no longer be accepted 17 years later. The new URDG 758 now cover all of these practices and make clear that provisions governing guarantees apply equally to counter‐guarantees.Balanced URDG. The new URDG 758 endorse and build on the balanced approach that characterized URDG 458. For example:‐ The beneficiary is entitled to payment upon presentation of a complying demand without the need for the guarantor to seek the applicant's approval. The new URDG also correct an unfair situation that would have left the beneficiary without recourse to the guarantee in the case of force majeure if its expiry coincided with the interruption of the guarantor's business.‐ The guarantor's independent role is expressed in stronger and clearer terms and, more importantly, it is now expressed in exclusively documentary terms. The new URDG expect the guarantor to act diligently. For instance, a guarantor is expected to reject a non‐complying demand within five business days by sending a rejection notice that lists all of the discrepancies; otherwise, the guarantor will be precluded from claiming that the demand is non‐complying and will be compelled to pay. Largely accepted in documentary credit practice under the UCP, the preclusion sanction is necessary to discipline unfair practices that work to the detriment of the beneficiary.‐ The applicant's right to be informed of the occurrence of the key stages in the lifecycle of the guarantee is acknowledged in the new rules. However, this information should not be a prerequisite for payment when a complying demand is presented.Innovative URDG. The new URDG 758 feature a number of innovations dictated by the development of practice and the need to avoid disputes. An example is the new rule that proposes a substitution of currencies when payment in the currency specified in the guarantee becomes impossible. Another example is the new termination mechanism for guarantees that state neither an expiry date nor an expiry event. This solution is expected to reduce the number of open‐ended guarantees that severely penalize applicants and are incompatible with the banks' capital requirements.The Guide. The rationale, preparatory work and interpretation of each article of the new URDG 758 can be found in a separately released Guide to the rules (ICC Publication No. 702).The new URDG 758 package. The new rules are accompanied by a model guarantee and counter‐guarantee form featured at the end of this publication. They are destined to evolve into an indispensable companion to the new URDG 758 and their users. Experience shows that a comprehensive ready‐to‐use package that combines both the rules and model forms is more attractive to users than the previously separate ICC publications Nos. 458 and 503. It should also be conducive to more harmonized a practice.In drafting the new URDG 758 model guarantee form, a unitary approach was preferred to one that would have consisted of multiple forms linked to the purpose of each guarantee. Tender, performance, advance payment, retention money, warranty and other types of demand guarantees share the same nature and have similar features. This was evidenced by the five nearly identical basic model guarantee forms in ICC publication No. 503 that accompanied URDG 458. Of course, URDG 758 users have the option of enriching the unitary model form with one or more of the clauses proposed at the end of this publication such as the reduction of amount clause for advance payment guarantees or even drafting any other clause outright.A final message: the need for clear drafting. Clear drafting is the linchpin of a successful international demand guarantee practice. This has proven to be the case over time and across cultures and industry sectors. Using the new URDG 758 model guarantee form levels the playing field and avoids misunderstandings. As such, it will hopefully significantly curb the worrying tendency that a few courts have shown in recent years to re‐characterize demand guarantees as accessory suretyships ‐ or the reverse. While sometimes warranted by the ambiguous terms used by the parties, such interference has considerably destabilized the international guarantee market by adding a particularly prejudicial element of uncertainty. Such a regrettable situation can be remedied by a consistent use of URDG 758 and their accompanying model form in any type of demand guarantee or counter‐guarantee or, indeed, any other independent undertaking.Acknowledgments. I would like to express my deep appreciation to the members of the ICC Task Force on Guarantees*, the ICC national committees and members of both the Banking Commission and CLP for their guidance, support and constructive participation in the revision. The Guarantees Department of RZB was very helpful in processing the hundreds of national comments received throughout the revision process and compiling them for the Drafting Group's review.It was my privilege to chair the Drafting Group that undertook the revision. The members of the Drafting Group are listed below in alphabetical order:Roger Carouge (Germany), Sir Roy Goode (United Kingdom),Dr Andrea Hauptmann (Austria), Glenn Ransier (United States), Pradeep Taneja (Bahrain), and Farideh Tazhibi(Islamic Republic of Iran).Rarely has a chairman been blessed with a group whose members are so experienced and enthusiastic about the subject at hand, animated by team spirit, complementary in their regional and sectoral experience and able to endure with admirable patience the inevitable challenges of a fast‐track revision process.The result is the new URDG 758, which we proudly offer to the world.Dr. Georges AffakiVice‐Chair, ICC Banking CommissionBNP ParibasJanuary 2010目 录Article 1 Application of URDG 本规则的适用范围 (8)Article 2 Definitions 定义 (8)Article 3 Interpretation 解释 (11)Article 4 Issue and effectiveness 开立和生效 (12)Article 5 Independence of guarantee and counter‐guarantee 保函和反担保函的独立性 (13)Article 6 Documents v. goods, services or performance 单据和货物、服务或者履约行为 (13)Article 7 Non‐documentary conditions 非单据条件 (13)Article 8 Content of instructions and guarantees 指示和保函的内容 (14)Article 9 Application not taken up 拒绝接受申请 (15)Article 10 Advising of guarantee or amendment 保函或者保函修改的通知 (15)Article 11 Amendments 修改 (16)Article 12 Extent of guarantor's liability under guarantee 保函项下担保人责任的范围 (17)Article 13 Variation of amount of guarantee 保函金额的变动 (17)Article 14 Presentation 交单 (17)Article 15 Requirements for demand 对索偿要求的要求 (19)Article 16 Information about demand 关于索偿要求的告知 (19)Article 17 Partial demand and multiple demands; amount of demands 部分索偿要求和多次索偿要求，索偿要求的金额................................ .. (20)Article 18 Separateness of each demand 每一次索偿要求的独立性 (21)Article 19 Examination 审核 (21)Article 20 Time for examination of demand; payment 审核索偿要求的时间，付款 (22)Article 21 Currency of payment 支付的货币 (22)Article 22 Transmission of copies of complying demand 相符索偿要求副本的传递 (23)Article 23 Extend or pay 展期或付款 (23)Article 24 Non‐complying demand, waiver and notice 非相符索偿要求，放弃决定和通知 (25)Article 25 Reduction and termination 减额与终止 (26)Article 26 Force majeure 不可抗力 (27)Article 27 Disclaimer on effectiveness of documents 关于单据有效性的免责 (28)Article 28 Disclaimer on transmission and translation 关于传递和翻译的免责 (29)Article 29 Disclaimer for acts of another party 关于其他当事方行为的免责 (29)Article 30 Limits on exemption from liability 责任豁免的限度 (30)Article 31 Indemnity for foreign laws and usages 外国法律和惯例的补偿 (30)Article 32 Liability for charges 关于费用的责任 (30)Article 33 Transfer of guarantee and assignment of proceeds 保函的转让和款项让渡 (30)Article 34 Governing law 管辖法律 (32)Article 35 Jurisdiction 司法管辖权 (32)Article 1 Application of URDG 本规则的适用范围a.The Uniform Rules for Demand Guarantees ("URDG") apply to any demand guarantee orcounter‐guarantee that expressly indicates it is subject to them. They are binding on all parties to the demand guarantee or counter‐guarantee except so far as the demand guarantee or counter‐guarantee modifies or excludes them.《见索即付保函统一规则》（以下简称“本规则”）适用于任何在其文本中清楚地表示受本规则约束的见索即付保函或者反担保函。
见索即付保函统一规则URDG_758中英文
URDG 758The URDG 758 are the Uniform Rules for Demand Guarantees - effective 01 July 2010.ForewordThis revision of ICC's Uniform Rules for Demand Guarantees (URDG) is the first since the rules were developed by ICC in 1991. The original rules, URDG 458, gained broad international acceptance in recent years following their incorporation by the World Bank in its guarantee forms and their endorsement by UNCITRAL and leading industry associations, such as FIDIC.This first revision of the rules was meticulously prepared over a period of two and a half years, and is the result of a collective effort by a number of ICC constituent groups. It was developed as a joint project by two ICC commissions - the Banking Commission and the Commission on Commercial Law and Practice - therefore taking into account the legitimate expectations of all relevant sectors. ICC national committees contributed substantially to the final product: some 52 national committees submitted several hundred pages of valuable suggestions on successive drafts, a number of which were incorporated into the final text.The ICC Task Force on Guarantees, which consisted of 40 members from 26 countries, reviewed the various drafts and added their own suggestions. The URDG Drafting Group, ably chaired by Dr Georges Affaki, met on a number of occasions, carefully reviewed all comments submitted by national committees and the Task Force and developed the final draft.This collective effort has borne fruit; it has produced rules that reflect a broad consensus among bankers, users and all members of the guarantee community. In fact, the present revision of the URDG does not merely update the existing rules. It is the result of an ambitious project to create a new set of rules for the twenty-first century that is clearer, more precise and more comprehensive. As such, URDG 758 is destined to become the standard text for demand guarantees worldwide.Jean RozwadowskiSecretary GeneralInternational Chamber of CommerceJanuary 2010IntroductionThe new URDG 758 succeed URDG 458. Over 17 years of practice (1992 - 2009), URDG 458 proved to be both successful and reliable. They were used by banks and businesses across continents and industry sectors. URDG 458 were endorsed by international organizations, multilateral financial institutions, bank regulators, lawmakers and professional federations. In contrast to the failed Uniform Rules for Contract Guarantees (URCG 325), URDG 458 reflected the reality of the international demand guarantee market and struck the most reasonable balance between the interests of all the parties involved. By choosing to instruct a guarantor to issue a demand guarantee subject to URDG, applicants renounced their ability to obstruct payment for reasons derived from their relationship with the beneficiary. In turn, beneficiaries were expected to state in general terms - but not to justify, establish or prove - the nature of the applicant's breach in the performance of the underlying relationship. Finally, because a demand guarantee is an independent undertaking, guarantors were assured that their commitment was subject to its own terms. They were insulated from the performance contingencies of the underlying relationship.Their incremental use, backed by the support of ICC, enabled URDG 458 to make a critical contribution towards levelling the playing field among demand guarantee issuers and users regardless of the legal, economic or social system in which they operate.Yet, URDG 458 formed the first attempt by ICC to codify independent guarantee practice. Over the years, the application of their provisions shed light on the need for drafting adjustments, clarifications, expansion of scope or clear corrections of the adopted standard. Views reported to the ICC Task Force on Guarantees from URDG users worldwide provided the necessary material to launch a revision of URDG 458 that both the lapse of time and the evolution of practice made necessary. The revision was launched in 2007 and was conducted under the aegis of both the ICC Banking Commission and the Commission on Commercial Law and Practice (CLP).The ICC Task Force on Guarantees, the standing expert body created by ICC in 2003 to monitor international guarantee practice, acted as a consultative body to a Drafting Group that produced five comprehensive drafts during the two and a half year revision process. Each draft was submitted for review and comments to ICC national committees. Over 600 sets of comments were received from a total of 52 countries and were thoroughly examined. These comments were instrumental in shaping the new rules. Regular progress reports were presented to meetings of each of the ICC commissions considering the rules and were comprehensively debated. This method ensured that the revision takes into account views received from a broad cross-sector of concerned parties.The resulting URDG 758 were adopted by the ICC Executive Board on 3 December 2009, following endorsement by the members of the two sponsoring commissions. They will come into force on July 1, 2010. The new rules apply to any demand guarantee or counter-guarantee where incorporated by reference in the text. They can also apply as trade usage or by implication from a consistent course of dealing between the parties to the demand guarantee or counter-guarantee where so provided by the applicable law.The new URDG 758 do not merely update URDG 458; they are the result of an ambitious process that seeks to bring a new set of rules for demand guarantees into the 21st century, rules that are clearer, moreprecise and more comprehensive.Clearer URDG.The new URDG 758 aim for clarity. They adopt the drafting style of ICC's universally accepted Uniform Rules for Documentary Credits (UCP 600) by bringing together the definitions of terms in one article. They also bring a much needed clarification of the process according to which a presentation will be checked for conformity.More precise URDG. A number of the standards contained in URDG 458 left a margin for interpretation that varied according to the particular facts of the case. This was particularly true for the terms "reasonable time" and "reasonable care". The new URDG have excluded all imprecise standards with an aim to foster certainty and predictability. Examples are time durations for the examination of a demand, the extension of a guarantee in the case of force majeure, and the suspension of the guarantee in the case of an extend or pay demand.More comprehensive URDG. Important practices were left out of URDG 458. This was particularly the case for the advice of a guarantee, amendments, standards for examination of presentations, partial, multiple and incomplete demands, linkage of documents, and transfer of guarantees. In addition, there was only fragmentary treatment of counter-guarantees. What was understandable at the time of the first attempt to codify demand guarantee practice can no longer be accepted 17 years later. The new URDG 758 now cover all of these practices and make clear that provisions governing guarantees apply equally to counter-guarantees.Balanced URDG. The new URDG 758 endorse and build on the balanced approach that characterized URDG 458. For example:- The beneficiary is entitled to payment upon presentation of a complying demand without the need for the guarantor to seek the applicant's approval. The new URDG also correct an unfair situation that would have left the beneficiary without recourse to the guarantee in the case of force majeure if its expiry coincided with the interruption of the guarantor's business.- The guarantor's independent role is expressed in stronger and clearer terms and, more importantly, it is now expressed in exclusively documentary terms. The new URDG expect the guarantor to act diligently. For instance, a guarantor is expected to reject a non-complying demand within five business days by sending a rejection notice that lists all of the discrepancies; otherwise, the guarantor will be precluded from claiming that the demand is non-complying and will be compelled to pay. Largely accepted in documentary credit practice under the UCP, the preclusion sanction is necessary to discipline unfair practices that work to the detriment of the beneficiary.- The applicant's right to be informed of the occurrence of the key stages in the lifecycle of the guarantee is acknowledged in the new rules. However, this information should not be a prerequisite for payment when a complying demand is presented.Innovative URDG. The new URDG 758 feature a number of innovations dictated by the development of practice and the need to avoid disputes. An example is the new rule that proposes a substitution of currencies when payment in the currency specified in the guarantee becomes impossible. Another example is the new termination mechanism for guarantees that state neither an expiry date nor an expiryevent. This solution is expected to reduce the number of open-ended guarantees that severely penalize applicants and are incompatible with the banks' capital requirements.The Guide. The rationale, preparatory work and interpretation of each article of the new URDG 758 can be found in a separately released Guide to the rules (ICC Publication No. 702).The new URDG 758 package.The new rules are accompanied by a model guarantee and counter-guarantee form featured at the end of this publication. They are destined to evolve into an indispensable companion to the new URDG 758 and their users. Experience shows that a comprehensive ready-to-use package that combines both the rules and model forms is more attractive to users than the previously separate ICC publications Nos. 458 and 503. It should also be conducive to more harmonized a practice.In drafting the new URDG 758 model guarantee form, a unitary approach was preferred to one that would have consisted of multiple forms linked to the purpose of each guarantee. Tender, performance, advance payment, retention money, warranty and other types of demand guarantees share the same nature and have similar features. This was evidenced by the five nearly identical basic model guarantee forms in ICC publication No. 503 that accompanied URDG 458. Of course, URDG 758 users have the option of enriching the unitary model form with one or more of the clauses proposed at the end of this publication such as the reduction of amount clause for advance payment guarantees or even drafting any other clause outright.A final message: the need for clear drafting. Clear drafting is the linchpin of a successful international demand guarantee practice. This has proven to be the case over time and across cultures and industry sectors. Using the new URDG 758 model guarantee form levels the playing field and avoids misunderstandings. As such, it will hopefully significantly curb the worrying tendency that a few courts have shown in recent years to re-characterize demand guarantees as accessory suretyships - or the reverse. While sometimes warranted by the ambiguous terms used by the parties, such interference has considerably destabilized the international guarantee market by adding a particularly prejudicial element of uncertainty. Such a regrettable situation can be remedied by a consistent use of URDG 758 and their accompanying model form in any type of demand guarantee or counter-guarantee or, indeed, any other independent undertaking.Acknowledgments. I would like to express my deep appreciation to the members of the ICC Task Force on Guarantees*, the ICC national committees and members of both the Banking Commission and CLP for their guidance, support and constructive participation in the revision. The Guarantees Department of RZB was very helpful in processing the hundreds of national comments received throughout the revision process and compiling them for the Drafting Group's review.It was my privilege to chair the Drafting Group that undertook the revision. The members of the Drafting Group are listed below in alphabetical order:Roger Carouge (Germany), Sir Roy Goode (United Kingdom),Dr Andrea Hauptmann (Austria), Glenn Ransier (United States), Pradeep Taneja (Bahrain), and Farideh Tazhibi(Islamic Republic of Iran).Rarely has a chairman been blessed with a group whose members are so experienced and enthusiastic about the subject at hand, animated by team spirit, complementary in their regional and sectoralexperience and able to endure with admirable patience the inevitable challenges of a fast-track revision process.The result is the new URDG 758, which we proudly offer to the world.Dr. Georges AffakiVice-Chair, ICC Banking CommissionBNP ParibasJanuary 2010目录Article 1 Application of URDG 本规则的适用范围 (8)Article 2 Definitions 定义 (8)Article 3 Interpretation 解释 (11)Article 4 Issue and effectiveness 开立和生效 (12)Article 5 Independence of guarantee and counter-guarantee 保函和反担保函的独立性 (13)Article 6 Documents v. goods, services or performance 单据和货物、服务或者履约行为 (13)Article 7 Non-documentary conditions 非单据条件 (13)Article 8 Content of instructions and guarantees 指示和保函的内容 (14)Article 9 Application not taken up 拒绝接受申请 (15)Article 10 Advising of guarantee or amendment 保函或者保函修改的通知 (15)Article 11 Amendments 修改 (16)Article 12 Extent of guarantor's liability under guarantee 保函项下担保人责任的范围 (17)Article 13 Variation of amount of guarantee 保函金额的变动 (17)Article 14 Presentation 交单 (17)Article 15 Requirements for demand 对索偿要求的要求 (19)Article 16 Information about demand 关于索偿要求的告知 (19)Article 17 Partial demand and multiple demands; amount of demands 部分索偿要求和多次索偿要求，索偿要求的金额................................ .. (20)Article 18 Separateness of each demand 每一次索偿要求的独立性 (21)Article 19 Examination 审核 (21)Article 20 Time for examination of demand; payment 审核索偿要求的时间，付款 (22)Article 21 Currency of payment 支付的货币 (22)Article 22 Transmission of copies of complying demand 相符索偿要求副本的传递 (23)Article 23 Extend or pay 展期或付款 (23)Article 24 Non-complying demand, waiver and notice 非相符索偿要求，放弃决定和通知 (25)Article 25 Reduction and termination 减额与终止 (26)Article 26 Force majeure 不可抗力 (27)Article 27 Disclaimer on effectiveness of documents 关于单据有效性的免责 (28)Article 28 Disclaimer on transmission and translation 关于传递和翻译的免责 (29)Article 29 Disclaimer for acts of another party 关于其他当事方行为的免责 (29)Article 30 Limits on exemption from liability 责任豁免的限度 (30)Article 31 Indemnity for foreign laws and usages 外国法律和惯例的补偿 (30)Article 32 Liability for charges 关于费用的责任 (30)Article 33 Transfer of guarantee and assignment of proceeds 保函的转让和款项让渡 (30)Article 34 Governing law 管辖法律 (32)Article 35 Jurisdiction 司法管辖权 (32)Article 1 Application of URDG 本规则的适用范围a.The Uniform Rules for Demand Guarantees ("URDG") apply to any demand guarantee orcounter-guarantee that expressly indicates it is subject to them. They are binding on all parties to the demand guarantee or counter-guarantee except so far as the demand guarantee or counter-guarantee modifies or excludes them.《见索即付保函统一规则》（以下简称“本规则”）适用于任何在其文本中清楚地表示受本规则约束的见索即付保函或者反担保函。
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《见索即付保函统一规则》《见索即付保函统一规则2010》（The Uniform Rules for Demand Guarantees ICC Publication No.758. 2010 Edition），国际商会第758号出版物，简称（URDG758）是国际商会在URDG458基础上，借鉴近年来保函及相关业务实践发展经验，引入全新的术语体系修订的，2009年12月3日公布，于2010年7月1日正式实施。
第1条URDG的适用范围a．见索即付保函统一规则（简称“URDG”）适用于任何明确表明适用本规则的见索即付保函或反担保函。
除非见索即付保函或反担保函对本规则的内容进行了修改或排除，本规则对见索即付保函或反担保函的所有当事人均具约束力。
b．如果应反担保人的请求，开立的见索即付保函适用URDG，则反担保函也应适用URDG，除非该反担保函明确排除适用URDG。
但是，见索即付保函并不仅因反担保函适用URDG而适用URDG。
c．如果应指示方的请求或经其同意，见索即付保函或反担保函根据URDG开立，则视为指示方已经接受了本规则明确规定的归属于指示方的权利和义务。
d．如果2010年7月1日或该日期之后开立的见索即付保函或反担保函声明其适用URDG，但未声明是适用1992年本还是2010年修订本，亦未表明出版物编号，则该见索即付保函或反担保函应适用URDG2010年修订本。
第2条定义在本规则中：通知方指应担保人的请求对保函进行通知的一方；申请人指保函中表明的、保证其承担基础关系项下义务的一方。
申请人可以是指示方，也可以不是指示方；申请指开立保函的请求；经验证的当适用于电子单据时，指该单据的接收人能够验证发送人的表面身份以及所收到的信息是否完整且未被更改；受益人指接受保函并享有其利益的一方；营业日指为履行受本规则约束的行为的营业地点通常开业的一天；费用指适用本规则的保函项下应支付给任何一方的佣金、费用、成本或开支；相符索赔指满足“相符交单”要求的索赔；相符交单保函项下的相符交单，指所提交单据及其内容首先与该保函条款和条件相符，其次与该保函条款和条件一致的本规则有关内容相符，最后在保函及本规则均无相关规定的情况下，与见索即付保函国际标准实务相符；反担保函无论其如何命名或描述，指由反担保人提供给另一方，以便该另一方开立保函或另一反担保函的任何签署的承诺，反担保人承诺在其开立的反担保函项下，根据该受益人提交的相符索赔进行付款；反担保人指开立反担保函的一方，可以是以担保人为受益人或是以另一反担保人为受益人，也包括为自己开立反担保函的情况；索赔指在保函项下受益人签署的要求付款的文件；见索即付保函或保函无论其如何命名或描述，指根据提交的相符索赔进行付款的任何签署的承诺；单据指经签署或未经签署的纸质或电子形式的信息记录，只要能够由接收单据的一方以有形的方式复制。
在本规则中，单据包括索赔书和支持声明；失效指失效日或失效事件，或两者均被约定情况下的较早发生者；失效日指保函中指明的最迟交单日期；失效事件指保函条款中约定导致保函失效的事件，无论是在该事件发生之后立即失效，还是此后指明的一段时间内失效。
失效事件只有在下列情况下才视为发生：a．保函中指明的表明失效事件发生的单据向担保人提交之时；或者b．如果保函中没有指明该种单据，则当根据担保人自身记录可以确定失效事件已经发生之时。
保函参见见索即付保函：担保人指开立保函的一方，包括为自己开立保函的情况；担保人自身记录指在担保人处所开立账户的借记或贷记记录，这些借记或贷记记录能够让担保人识别其所对应均保函；指示方指反担保人之外的，发出开立保函或反担保函指示并向担保人（或者反担保函情况下向反担保人）承担赔偿责任的一方。
指示方可以是申请人，也可以不是申请人；交单指根据保函向担保人提交单据的行为或依此交付的单据。
交单包括索赔目的之外的交单，例如，为了保函效期或金额变动的交单；交单人指作为受益人或代表受益人进行交单的人，或在适用情况下，作为申请人或代表申请人进行交单的人；签署当适用于单据、保函或反担保函时，指其正本经出具人签署或出具人的代表人签署，既可以用电子签名（只要能被单据、保函或反担保函的接收人验证），也可以用手签、摹样签字、穿孔签字、印戳、符号或其它机械验证的方式签署；支持声明指第15条a款或第15条b款所引述的声明文件；基础关系指保函开立所基于的申请人与受益人之间的合同、招标条件或其他关系。
第3条解释就本规则而言，a．担保人在不同国家的分支机构视为不同的实体。
b．除非另有规定，保函包括反担保函以及保函和反担保函的任何修改书，担保人包括反担保人，受益人包括因反担保函开立而受益的一方。
c．关于提交一份或多份电子单据正本或副本的任何要求在提交一份电子单据时即为满足。
d．在表明任何期间的起始、结束或持续时，ⅰ．词语“从……开始（from）”、“至（to）”、“直至（until，till）”及“在……之间（between）”，包括所提及的日期；ⅱ．词语“在……之前（before）”以及“在……之后（after）”，不包括所提及的日期。
e．词语“在……之内（within）”用来描述某个具体日期或事件之后的一段期间时，不包括该日期或该事件的日期，但包括该期间的最后一日。
f．如用“第一流的”、“著名的”、“合格的”、“独立的”、“正式的”、“有资格的”或“本地的”等词语用来描述单据的出具人时，允许除受益人或申请人之外的任何人出具该单据。
第4条开立和生效a．保函一旦脱离担保人的控制即为开立。
b．保函一旦开立即不可撤销，即使保函中并未声明其不可撤销。
c．受益人有权自保函开立之日或保函约定的开立之后的其他日期或事件之日起提交索赔。
第5条保函和反担保函的独立性a．保函就其性质而言，独立于基础关系和申请，担保人完全不受这些关系的影响或约束。
保函中为了指明所对应的基础关系而予以引述，并不改变保函的独立性。
担保人在保函项下的付款义务，不受任何关系项下产生的请求或抗辩的影响，但担保人与受益人之间的关系除外。
b．反担保函就其性质而言，独立于其所相关的保函、基础关系、申请及其他任何反担保函，反担保人完全不受这些关系的影响或约束。
反担保函中为了指明所对应的基础关系而予以引述，并不改变反担保函的独立性。
反担保人在反担保函项下的付款义务，不受任何关系项下产生的请求或抗辩的影响，但反担保人与担保人或该反担保函向其开立的其他反担保人之间的关系除外。
第6条单据与货物、服务或履约行为担保人处理的是单据，而不是单据可能涉及的货物、服务或履约行为。
第7条非单据条件除日期条件之外，保函中不应约定一项条件，却未规定表明满足该条件要求的单据。
如果保函中未指明这样的单据，并且根据担保人自身记录或者保函中指明的指数也无法确定该条件是否满足，则担保人将视该条件未予要求并不予置理，除非为了确定保函中指明提交的某个单据中可能出现的信息是否与保函中的信息不存在矛盾。
第8条指示和保函的内容开立保函的指示以及保函本身都应该清晰、准确，避免加列过多细节。
建议保函明确如下内容：a．申请人；b．受益人；c．担保人；d．指明基础关系的编号或其他信息；e．指明所开立的保函，或者反担保函情况下所开立的反担保函的编号或其他信息；f．赔付金额或最高赔付金额以及币种；g．保函的失效；h．索赔条件；i．索赔书或其他单据是否应以纸质和/或电子形式进行提交；j．保函中规定的单据所使用的语言；以及k．费用的承担方。
第9条未被执行的申请担保人在收到开立保函的申请，而不准备或无法开立保函时，应毫不延迟地通知向其发出指示的一方。
第10条保函或保函修改书的通知a．保函可由通知方通知给受益人。
无论是对保函直接进行通知，还是利用其他人（第二通知方）的服务进行通知，通知方都向受益人（以及适用情况下的第二通知方）表明，其确信保函的表面真实性，并且该通知准确反映了其所收到的保函条款。
b．当第二通知方对保函进行通知时，应向受益人表明，其确信所收到的通知的表面真实性，并且该通知准确反映了其所收到的保函条款。
c．通知方或第二通知方通知保函，不对受益人承担任何额外的责任或义务。
d．如果一方被请求对保函或保函修改书进行通知但其不准备或无法进行通知时，则应毫不延迟地通知向其发送保函、保函修改书或通知的一方。
e．如果一方被请求对保函进行通知并同意予以通知，但无法确信该保函或通知的表面真实性，则其应毫不延迟地就此通知向其发出该指示的一方。
如果通知方或第二通知方仍然选择通知该保函，则其应通知受益人或第二通知方其无法确信该保函或通知的表面真实性。
f．担保人利用通知方或第二通知方的服务对保函进行通知，以及通知方利用第二通知方的服务对保函进行通知的，在尽可能的情况下，应经由同一人对该保函的任何修改书进行通知。
第11条修改a．当收到保函修改的指示后，担保人不论因何原因，不准备或无法作出该修改时，应毫不延迟地通知向其发出指示的一方。
b．保函修改未经受益人同意，对受益人不具有约束力。
但是，除非受益人拒绝该修改，担保人自修改书出具之时起即不可撤销地受其约束。
c．根据保函条款作出的修改外，在受益人表示接受该修改或者作出仅符合修改后保函的交单之前，受益人可以在任何时候拒绝保函修改。
d．通知方应将受益人接受或拒绝保函修改书的通知毫不延迟地通知给向其发送修改书的一方。
e．对同一修改书的内容不允许部分接受，部分接受将视为拒绝该修改的通知。
f．修改书中约定“除非在指定时间内拒绝否则该修改将生效”的条款应不予置理。
第12条保函项下担保人的责任范围担保人对受益人仅根据保函条款以及与保函条款相一致的本规则有关内容，承担不超过保函金额的责任。
第13条保函金额的变动保函可以约定在特定日期或发生特定事件时，保函金额根据保函有关条款减少或增加。
只有在下列情况下该特定事件才视为已经发生：a．当保函中规定的表明该事件发生的单据向担保人提交之时，或者b．如果保函中没有规定该单据，则根据担保人自身记录或保函中指明的指数可以确定该事件发生之时。
第14条交单a．向担保人交单应；ⅰ．在保函开立地点或保函中指明的其他地点，并且ⅱ．在保函失效当日或之前。
b．交单时单据必须完整，除非明确表职此后将补充其他单据。
在后一种情况下，全部单据应在保函失效当日或之前提交。
c．如果保函表明交单应采用电子形式，则保函中应指明交单的文件格式、信息提交的系统以及电子地址。
如果保函中没有指明，则单据的提交可采用能够验证的任何电子格式或者纸质形式。
不能验证的电子单据视为未被提交。
d．如果保函表明交单应采用纸质形式并以特定方式交付，但并未明确排除使用其他交付方式，则交单人使用其他交付方式也应有效，只要所交单据在本条a款规定的地点和时间被收到。