This murabaha facility agreement


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This murabaha facility agreement

  1. 1. this MURABAHA FACILITY AGREEMENT(this "Agreement") is made at_____on ___ day of _____ byand BETWEEN______________________________________, (hereinafterreferred to as the "Client" which expression shall where thecontext so permits mean and include its successors ininterest and permitted assigns) of the one part AND______________________________________, (hereinafterreferred to as the "Institution" which expression shall wherethe context so permits mean and include its successors ininterest and assigns) of the other part.IT IS AGREED BY THE PARTIES as follows:1. PURPOSE AND DEFINITIONS"Business Day" means a day on which banks are open fornormal business in Egypt;"Cost Price" means the amount which may be incurred byand/or on behalf of the Institution for the acquisition ofGoods plus all costs, duties, taxes and charges incidental toand connected with acquisition of Goods;"Contract Price" means aggregate of Cost Price and aProfit of ___ per cent calculated thereon payable by theClient to the Institution for Goods as stipulated in Part-III ofthe Declaration (Murabaha Document # 5) to be issued bythe Institution from time to time;"Goods" means the Goods as may be specified in the
  2. 2. Purchase Requisition(s) to be issued by the Client from timeto time;"Payment Date" or "Payment Dates" means therespective dates for the payment of the installments of theContract Price or part thereof by the Client to the Institutionas specified in Murabaha Document # 6 hereto, or, if suchrespective due date is not a Business Day, the next BusinessDay;"Profit" means any part of the Contract Price which is not apart of the Cost Price;“"Supplier" means the supplier from whom the Institutionacquires Title to the Goods;"Secured Assets" means (insert description of assets inrespect of which charge/mortgage may be created) offeredas security by the Client;"Value Date" means the date on which the Cost Price willbe disbursed by the Institution as stated in the PurchaseRequisition.2. SALE AND PURCHASE OF THE GOODS2.01 The Institution agrees to sell the Goods to the Client toa maximum amount of Egyptian pound____________ andthe Client agrees to purchase the Goods from the Institutionfrom time to time at the Contract Price. Upon receipt by theInstitution of the Clients Purchase Requisition advising theInstitution to purchase the Goods and making payment. Thepayment for such goods shall be made by the institutiondirectly to the Supplier on submission of Purchase Advice bythe client/agent. The said Receipt shall be substantially in a
  3. 3. form given in Murabaha Document # 4. (For makingpayment to the Supplier the bank should prepare a PayOrder/Cross cheque, etc in the name of Supplier that shouldbe handed over to him through client .The supplier shouldissue invoice in the name of Bank Account Client .3. SECURITY3.01 As security for the indebtedness of the Client underthis Agreement, the Client shall:-(a) Furnish to the Institution collateral(s)/security(ies),substantially in the form and substance attached here to asMurabaha Document(b) Execute such further deeds and documents as may fromtime to time be required by the Institution for the purpose ofmore fully securing and or perfecting the security created infavor of the Institution; and(c) Create such other securities to secure the Client’sobligations under the Principal Documents as the partieshere to, may by mutual consent agree from time to time.(The above are hereinafter collectively referred to as the"Security").4. FEES AND EXPENSESThe Client shall pay to the Institution on demand within 15days of such demand being made, all expenses (includinglegal and other ancillary expenses) incurred by theInstitution in connection with the negotiation, preparationand execution of the Principal Documents and of amendmentor extension of or the granting of any waiver or consentunder the Principal Documents.
  4. 4. 5. PAYMENT OF CONTRACT PRICE5.01 All payments to be made by the Client under thisAgreement shall be made in full, without any set-off, rollover or counterclaim whatsoever, on the due date and whenthe due date is not a Business Day, the following BusinessDay and save as provided in Clause 5.02, free and clear ofany deductions or withholdings, to a current account of theInstitution as may be notified from time to time, and theClient will only be released from its payment obligationshereunder by paying sums due into the aforementionedaccount.6. REPRESENTATIONS AND WARRANTIESa. The Client warrants and represents to the Institution that:b. The execution, delivery and performance of the PrincipalDocuments by the Client .(i) Any event or factor, any litigation or proceedingspending or threatened against the Client which couldmaterially and adversely affect or be likely to materially andadversely affect:(a) The financial condition of the Client;(b) business or operations of the Client; and(c) the Client’s ability to meet its obligations when dueunder any of the Principal Documents;(ii) Any change in the directors of the Client;(iii) Any material notice or correspondence received orinitiated by the Client relating to the License, consent or
  5. 5. authorization necessary for the performance by the Client ofits obligations under any of the Principal Documents8. CONDITIONS PRECEDENT8.01 The obligation of the Institution to pay the Cost Priceshall be subject to the receipt by the Institution (in form andsubstance acceptable to the Institution) at least ___Business Days prior to the Value Date of:(i) Documentary evidence that:(a) This Agreement and the Agency Agreement (should theInstitution appoint the Client as its Agent) have beenexecuted and delivered by the Client;(iii) Certified copies of the Client’s audited financialstatements for the last ____ years(iv) The Purchase Requisition. (a) The payment of Cost Price by the Institution to theSupplier on the Value Date shall not result in any breach ofany law or existing agreement;(b) The Security has been validly created, perfected and issubsisting in terms of this Agreement;(c) The Institution has received such other documents as itmay reasonably require in respect of the payment of theCost Price; (f) All fees, commission, expenses required to be paid bythe Client to the Institution have been received by theInstitution..
  6. 6. PENALTY. Where any amount is required to be paid by the Clientunder the Principal Documents on a specified date and is notpaid by that date, or an extension thereof, permitted by theInstitution without any increase in the Contract Price, theClient hereby undertakes to pay directly to the Charity Fund,constituted by the Institution, a sum calculated @ ------%per annum for the entire period of default, calculated on thetotal amount of the obligations remaining un-discharged.The Charity Fund shall be used at the absolute discretion ofthe Institution, exclusively for the purposes of approvedcharity.11. INDEMNITIESThe Client shall indemnify the Institution against anyexpense which the Institution shall prove as rightly incurredby it as a consequence of(a) the occurrence of any Event of Default,(b) the purchase and sale of Goods or any part thereof bythe Client or the ownership thereof, andIN WITNESS WHEREOF, the Parties to this Agreementhave caused this Agreement to be duly executed on the dateand year first aforementioned. WITNESSES: For and on behalf of [insert name of the Institution] 1.________________ ________________ 2.________________ ________________ For and on behalf of 1.________________ ________________ 2.________________ ________________