重振雄风-烦恼的英文
URDG 758
The URDG 758 are the Uniform Rules for Demand Guarantees - effective 01 July 2010.
Foreword
This
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 Rozwadowski
Secretary General
International Chamber of Commerce
January 2010
1
Introduction
The 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.
2
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
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.
3
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.
4
The result is the new URDG 758, which we proudly offer to the world.
Dr. Georges Affaki
Vice-Chair, ICC Banking Commission
BNP Paribas
January 2010
5
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
6
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
Article 34
Article 35
Transfer of guarantee and assignment of proceeds
保函的转让和款项让渡
.
......................................... 30
Governing law
管辖法律
.
... .................................................. .................................................. .................... 32
Jurisdiction
司法管辖权
.
........................... .................................................. ............................................... 32
7
Article 1
Application of URDG
本规则的适用范围
a.
The
Uniform
Rules
for
Demand
Guarantees
(
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。
除非见索即付保函或者反担保函修改或者排除本规则的条 文，
否则本规则对见索即付保函或者反担保函的所有当事各方均具有约束力。
b.
Where, at the request of a counter- guarantor, a demand guarantee is issued subject to the URDG, the
counter-guarantee shall also be subject to the URDG, unless the counter-guarantee excludes the URDG.
However,
a
demand
guarantee
does
not
become
subject
to
the
URDG
merely
because
the
counter-guarantee is subject to the URDG.
当按照反担保人的要求，见索即付保函是适用 于本规则所开立的，那么反担保函也将同样适用于
本规则，除非反担保函排除了本规则。但是，仅仅因为 反担保函适用于本规则，并不能说明见索
即付保函也同样适用于本规则。
c.
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.
当按照指示方的要求或者同意，见索即付保函或者 反担保函是适用于本规则所开立的，那么指示
方将被视为已经接受了本规则对其所清楚描述的权利和义务 。
d.
Where a demand guarantee or counter-guarantee issued on or after 1 July 2010 states that it is subject
to the URDG without stating whether the 1992 version or the 2010 revision is to apply or indicating the
publication number, the demand guarantee or counter-guarantee shall be subject to the URDG 2010
revision.
在
2010
年
7
月
1
日当天或者之后开立的见索即付保函或者反担保函声明其适用于
URDG
，但是却
没有说明是适用于
1992
年版还是
2010
年版或者注 明出版编号的情况下，该见索即付保函或者反
担保函将被认为是适用
URDG 2010
年版的。
Article 2
Definitions
定义
In these rules:
advising party
means the party that advises the guarantee at the request of the guarantor;
“通知方”，系指按照担保人的要求通知保函的一方；
applicant
means
the
party
indicated
in
the
guarantee
as
having
its
obligation
under
the
underlying
relationship supported by the guarantee. The applicant may or may not be the instructing party;
“申请人”，系指在保函中注明的其所担 保的基础关系中承担义务的一方。申请人可能是指示方，也
可能不是；
application
means the request for the issue of the guarantee;
8
“申请”，系指开立保函的要求；
authenticated
, when applied to an electronic document, means that the party to whom that document is
presented
is
able
to
verify
the
apparent
identity
of
the
sender
and
whether
the
data
received
have
remained complete and unaltered;
“已证实”
，
在要求电子单据时，
系指收 到单据的一方能够核实发送者的身份以及收到的内容是否保
持完整和未被变更；
beneficiary
means the party in whose favour a guarantee is issued;
“受益人”系指享受保函担保收益的一方；
business day
means a day on which the place of business where an act of a kind subject to these rules is to
be performed is regularly open for the performance of such an act;
“营业日”系指在履行本规则所约束行为的地点为了履行该行为而通常开业的一天；
charges
mean
any
commissions,
fees,
costs
or
expenses
due
to
any
party
acting
under
a
guarantee
governed by these rules;
“费用”系指当事方因为依照本规则约束的保函行事而产生的任何佣金、手续费、成本或者开 支；
complying demand
means a demand that meets the requirements of a complying presentation;
“相符索偿要求”，系指满足相符交单需求的索偿要求；
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;
“ 相符交单”在保函项下系指：第一，与保函的条款和条件；第二，与本规则的条款和条件；第三，
对于保 函或者本规则没有规定的有关条件与国际标准见索即付保函实务相一致的交单；
counter-guarantee
means
any
signed
undertaking,
however
named
or
described,
that
is
given
by
the
counter-guarantor
to
another
party
to
procure
the
issue
by
that
other
party
of
a
guarantee
or
another
counter-guarantee, and that provides for payment upon the presentation of a complying demand under
the counter-guarantee issued in favour of that party;
“反担保函”，系指任何已签署的承诺，无 论其名称或者描述如何，该承诺由反担保人向需要获得
其他人开出的保函或者另一反担保函的一方做出的 ，并且保证根据反担保函规定的受益方相符索偿
要求的交单提供付款；
counter-guarantor
means
the
party
issuing
a
counter-guarantee,
whether
in
favour
of
a
guarantor
or
another counter- guarantor, and includes a party acting for its own account;
“反担保人”，系指不论是为了担保人还是其他反担保人，也包括为了自 己而开立反担保函的一方；
demand
means a signed document by the beneficiary demanding payment under a guarantee;
9
“索偿要求”，系指受益人签署的用于索要保函项下金额的一份单据；
demand guarantee
or
guarantee
means any signed undertaking, however named or described, providing
for payment on presentation of a complying demand;
“见索即付保函”或者“保函”，系指任何已签署的 承诺，无论其名称或者描述如何，该承诺保证根
据相符索偿要求的交单提供付款；
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.
Under
these
rules,
a
document includes a demand and a supporting statement;
“单据”
，
系指一份已签 署或者未签署的信息纪录，
使用纸质形式或者能够被接收人复制为有形形式
的电子格式。本规则 中，单据包括索偿要求和支持声明；
expiry
means the expiry date or the expiry event or, if both are specified, the earlier of the two;
“到期”，系指到期日或者到期事件，如果二者都有，那么系指较早的一个；
expiry date
means the date specified in the guarantee on or before which a presentation may be made;
“到期日”，系指保函中规定的可以在当天或者之前做出交单的日期；
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:
“到期事件”
，
系指保函中规定的导致保函到期的某一事件，
不论 是立即还是在事件发生之后的特定
时间内到期，只有在下列情况下该事件才被视为已发生：
a.
when a document specified in the guarantee as indicating the occurrence of the event is presented to
the guarantor, or
当保函规定的注明了事件发生的单据被提交给担保人时，或者
b.
if
no
such
document
is
specified
in
the
guarantee,
when
the
occurrence
of
the
event
becomes
determinable from the guarantor's own records.
如果保函没有规定类似的单据，事件何时发生则根据担保人自己的纪录来确定。
guarantee
, see demand guarantee;
“保函”，见“见索即付保函”；
guarantor
means the party issuing a guarantee, and includes a party acting for its own account;
“担保人”，系指开立保函的一方，亦包括为自己开立保函的一方；
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;
10
< br>“担保人自己的纪录”
，
系指担保人对自己持有的账户贷记或者借记金额的纪录，
只要这一贷记或者
借记的纪录能够让担保人识别与之相关的保函；
instructing
party
means
the
party,
other
than
the
counter- guarantor,
who
gives
instructions
to
issue
a
guarantee
or
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;
“指示方”
，
系指反担保人之外做出开立 保函或者反担保函指示的一方，
并且有责任补偿担保人或者
反担保人（如果是反担保函）。指示 方可能是申请人，也肯能不是。
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;
“交单”
，
系指向 担保人提交保函项下单据的行为或者指按此方式交付的单据。
包括提交索偿要求之
外的交单，例 如，为了出发保函的到期或者保函金额的变化所做的交单；
presenter
means a person who makes a presentation as or on behalf of the beneficiary or the applicant, as
the case may be;
“交单人”，系指作为或者代表受益人或申请人做出交单的人，根据具体情况而定；
signed
, when applied to a document, a guarantee or a counter-guarantee, means that an original of the
same is signed by or on behalf of its issuer, whether by an electronic signature that can be authenticated
by
the
party
to
whom
that
document,
guarantee
or
counter-guarantee
is
presented
or
by
handwriting,
facsimile signature, perforated signature, stamp, symbol or other mechanical method;
“已签署的”在申请出具单据、保函时，系指在正本（或同于正本的形式）上已经由出具人或者出具
人 的签字，
不论是可以被收到的单据、
保函或者反担保函的一方证实的电子签名还是手写、
摹样签字、
打孔签字、印戳、符号或者其他机械方式；
supporting statement
means the statement referred to in either article 15 (a) or article 15 (b);
“支持声明”，系指本规则第十五条
a
款或
b
款所提及的声明；
underlying relationship
means the contract, tender conditions or other relationship between the applicant
and the beneficiary on which the guarantee is based.
“基础关系”，系指作为保函基础的申请人和受益人之间的合同、投标条件或者其他关系。
Article 3
Interpretation
解释
In these rules:
就本规则而言：
a.
Branches of a guarantor in different countries are considered to be separate entities.
担保人在不同国家的分支机构视为不同的实体。
b.
Except
where
the
context
otherwise
requires,
a
guarantee
includes
a
counter-guarantee
and
any
11
amendment to either, a guarantor includes a counter-guarantor, and a beneficiary includes the party in
whose favour a counter-guarantee is issued.
除非在文本中另有要求 ，保函包括反担保函，以及任何与之相关的修改；担保人包括反担保人；
受益人包括享受反担保利益的一 方。
c.
Any
requirement
for
presentation
of
one
or
more
originals
or
copies
of
an
electronic
document
is
satisfied by the presentation of one electronic document.
对于任何要求提交一份或多份正本或副本电子单据的要求，提交一份电子单据即满足要求。
d.
When used with a date or dates to determine the start, end or duration of any period, the terms:
当使用日期来确定任何期间的开始、结束或者持续时间时：
i.
“从
（
from
）
”、“ 至
（
to
）
”、“直到??为止
（
until
，< br>till
）
”和“在??之间
（
between
）
” ，
包括提及的日期；
ii.
“在??之间（
before
）”和“在??之后（
after
）”，不包括提及的日期。< br>
the date or dates mentioned.
e.
The term
date or the date of that event but includes the last date of that period.
当“在??之内（
within
）”和一段特定日期或者 特定事件之后的期间连用时，不包括该日期或者
改事件的发生日期，但是包括这一期间最后一天的日期。
f.
Terms such as
when
used
to
describe
the
issuer
of
a
document
allow
any
issuer
except
the
beneficiary
or
the
applicant to issue that document.
当时用诸如“第一流的”、“著名的”、“合格的”、“独立的”、“正式的”、 “有资格的”护着
“本地的”等词语来描述单据的出单人时，除了受益人或申请人之外，允许任何人出具 该单据。
Article 4
Issue and effectiveness
开立和生效
a.
A guarantee is issued when it leaves the control of the guarantor.
保函脱离担保人的控制即为开立。
b.
A guarantee is irrevocable on issue even if it does not state this.
保函是不可撤销的，即使没有如此说明。
c.
The beneficiary may present a demand from the time of issue of the guarantee or such later time or
event as the guarantee provides.
12
受益人可以自保函开立之时，或者在保函规定的开立之后的时间后者事件发生时提交索偿要求。
Article 5
Independence of guarantee and counter-guarantee
保函和反担保函的
独立性
a.
A guarantee is by its nature independent of the underlying relationship and the application, and the
guarantor is in no way concerned with or bound by such relationship. A reference in the guarantee to
the underlying relationship for the purpose of identifying it does not change the independent nature of
the guarantee. The undertaking of a guarantor to pay under the guarantee is not subject to claims or
defences
arising
from
any
relationship
other
than
a
relationship
between
the
guarantor
and
the
beneficiary.
就其性质而言，保 函与基础关系和申请是独立的，担保人绝不需要关心这些关系或者受他们的约
束。即使在保函中为了识别 的目的而对基础关系有所援引，也不改变保函的独立性质。保函项下
担保人的支付承诺不受因为担保人和 受益人关系之外的任何关系而产生的请求或者抗辩的影响。
b.
A
counter-guarantee
is
by
its
nature
independent
of
the
guarantee,
the
underlying
relationship,
the
application
and
any
other
counter-guarantee
to
which
it
relates,
and
the
counter-guarantor
is
in
no
way
concerned
with
or
bound
by
such
relationship.
A
reference
in
the
counter-guarantee
to
the
underlying relationship for the purpose of identifying it does not change the independent nature of the
counter-guarantee. The undertaking of a counter-guarantor to pay under the counter-guarantee is not
subject
to
claims
or
defences
arising
from
any
relationship
other
than
a
relationship
between
the
counter-guarantor
and
the
guarantor
or
other
counter- guarantor
to
whom
the
counter- guarantee
is
issued.
就其性质而言，反担保函与 保函、基础关系、申请和其他任何相关的反担保函是独立的，反担保
人绝不需要关心这些关系或者受他们 的约束。即使在反担保函中为了识别的目的而对基础关系有
所援引，也不改变反担保函的独立性质。反担 保函项下反担保人的支付承诺不受因为反担保人和
担保人或者开立其他反担保函的反担保人关系之外的任 何关系而产生的请求或者抗辩的影响。
Article 6
Documents v. goods, services or performance
单据和货物、服务或者履
约行为
Guarantors
deal
with
documents
and
not
with
goods,
services
or
performance
to
which
the
documents
may relate.
担保人处理的是单据，而不是单据可能涉及的货物、服务或者履约行为。
Article 7
Non-documentary conditions
非单据条件
A guarantee should not contain a condition other than a date or the lapse of a period without specifying a
document to indicate compliance with that condition. If the guarantee does not specify any such document
and the fulfilment of the condition cannot be determined from the guarantor's own records or from an
13
index
specified
in
the
guarantee,
then
the
guarantor
will
deem
such
condition
as
not
stated
and
will
disregard it except for the purpose of determining whether data that may appear in a document specified
in and presented under the guarantee do not conflict with data in the guarantee.
除了日期或者时间间隔外，
保函不应规定没有指定单据表明 已经满足该项条件的条件。
如果保函没有
指定这种单据，
并且该条件的满足不能够通过 担保人自己的纪录或者保函里规定的索引来确定，
那么
担保人将视该条件未作规定并且不予理会 ，
除非为了确定可能出现在保函项下提交的单据上的内容与
保函的其他内容是否冲突。
Article 8
Content of instructions and guarantees
指示和保函的内容
All
instructions
for
the
issue
of
guarantees
and
guarantees
themselves
should
be
clear
and
precise
and
should avoid excessive detail. It is recommended that all guarantees specify:
所有开立保函的指示和保函自身的指示应该是清楚和简洁的，
应 该避免过多的细节。
推荐所有的保函
应规定：
a.
the applicant;
申请人
b.
the beneficiary;
受益人
c.
the guarantor;
担保人
d.
a reference number or other information identifying the underlying relationship;
识别基础关系的参考号码或者其他信息
e.
a
reference
number
or
other
information
identifying
the
issued
guarantee
or,
in
the
case
of
a
counter-guarantee, the issued counter-guarantee;
识别开立的保函或反担保函（如有）的参考号码或者其他信息
f.
the amount or maximum amount payable and the currency in which it is payable;
可支付的金额或者最高金额和支付的货币
g.
the expiry of the guarantee;
保函的到期
h.
any terms for demanding payment;
要去付款的条件
i.
whether a demand or other document shall be presented in paper and/or electronic form;
14
索偿要求或其他单据应该用纸质形式还是电子形式提交
j.
the language of any document specified in the guarantee; and
保函规定的单据所使用的语言
k.
the party liable for the payment of any charges.
负责支付费用的人
Article 9
Application not taken up
拒绝接受申请
Where, at the time of receipt of the application, the guarantor is not prepared or is unable to issue the
guarantee, the guarantor should without delay so inform the party that gave the guarantor its instructions.
如果在收到申请是，
担保人不准备或者不能够开立保函，
那么担保人应该毫不延迟地将此情况告知向
担保人 做出指示的人。
Article 10
Advising of guarantee or amendment
保函或者保函修改的通知
a.
A
guarantee
may
be
advised
to
a
beneficiary
through
an
advising
party.
By
advising
a
guarantee,
whether
directly
or
by utilizing the
services
of another party
(
party
the advising
party signifies to the beneficiary and, if applicable, to the second advising party, that it has satisfied
itself as to the apparent authenticity of the guarantee and that the advice accurately reflects the terms
and conditions of the guarantee as received by the advising party.
保函可以通过通知方 通知给受益。无论是直接还是利用其他人（“第二通知方”）的服务，通知
方向受益人或者第二通知方（ 如有）通知保函的行为表明其已经确认了其作为通知方所收保函的
表面真实性，以及该通知准确地反映了 所保留的条款和条件。
b.
By advising a guarantee, the second advising party signifies to the beneficiary that it has satisfied itself
as to the apparent authenticity of the advice it has received and that the advice accurately reflects the
terms and conditions of the guarantee as received by the second advising party.
第二通知方向受益人通知保函的行为表明其已经确认了其作为第二通知方所收 保函的表面真实
性，以及该通知准确地反映了所收保函的条款和条件。
c.
An advising party or a second advising party advises a guarantee without any additional representation
or any undertaking whatsoever to the beneficiary.
通知方或者第二通知方通知保函的行为而并不意味着对受益人做出额外表示或承担任何承诺。
d.
If a party is requested to advise a guarantee or an amendment but is not prepared or is unable to do
so, it should without delay so inform the party from whom it received that guarantee, amendment or
advice.
如果被要求 通知保函或者保函修改的一方，不准备或者不能够通知，则应毫不延迟地告知从其处
收到保函、保函修改 或者通知的一方。
15
e.
If a party is requested to advise a guarantee, and agrees to do so, but cannot satisfy itself as to the
apparent
authenticity
of
that
guarantee
or
advice,
it
shall
without
delay
so
inform
the
party
from
whom the
instructions
appear to
have
been
received.
If the
advising
party or
second
advising party
elects nonetheless
to advise
that
guarantee,
it
shall
inform
the
beneficiary
or
second
advising party
that it has not been able to satisfy itself as to the apparent authenticity of the guarantee or the advice.
如果被要求通知保函的一方，同意通知但是自己不能够确认保函或通知的表面真实性，他应该毫
不延迟地告知从其处收到指示的一方。如果通知方或者第二通知方仍然决定通知该保函，则应告
知受益人 或第二通知方其不能够确认保函或通知的表面真实性的情况。
f.
A guarantor using the services of an advising party or a second advising party, as well as an advising
party using the services of a second advising party, to advise a guarantee should whenever possible
use the same party to advise any amendment to that guarantee.
利用通知方或第二通知方服 务通知保函担保人，及利用第二通知方的服务通知保函的通知方，应
该经过相同的一方通知保函其后的任 何修改。
Article 11
Amendments
修改
a.
Where,
at
the
time
of
receipt
of
instructions
for
the
issue
of
an
amendment
to
the
guarantee,
the
guarantor for whatever reason is not prepared or is unable to issue that amendment, the guarantor
must without delay so inform the party that gave the guarantor its instructions by telecommunication
or, if that is not possible, by other expeditious means.
如果在收到开立保函修改的指 示时，无论何种原因，担保人不准备或者不能够开立修改，那么担
保人应该毫不延迟地将此情况告知向担 保人做出指示的人。
b.
An
amendment
made
without
the
agreement
of
the
beneficiary
is
not
binding
on
the
beneficiary
except where the guarantee otherwise provides.
Nevertheless the guarantor is irrevocably bound by
an amendment as from the time it issues the amendment and unless and until the beneficiary rejects
the amendment.
没有 得到受益人同意的修改对受益人没有约束力。然而，担保人自修改开立之时起不可撤销地受
其约束，除非 或者直到受益人拒绝该修改。
c.
Except where made in accordance with the terms of the guarantee, an amendment of the guarantee
may be rejected by the beneficiary until the time it notifies its acceptance of the amendment or makes
a presentation
that complies only with the guarantee as amended.
除了要依照保函的条 款行事以外，受益人可以在任何时候拒绝保函的修改，知道其做出接受修改
的通知或做出符合修改后保函 的交单为止。
d.
An advising party
must without delay inform the party from which it has received the amendment of
the beneficiary’s notification of acceptance or rejection of that amendment.
通知方应毫不延迟地告知发出修改的一方关于受益人做出的接受或拒绝修改的通知。
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重振雄风-烦恼的英文
重振雄风-烦恼的英文
重振雄风-烦恼的英文
重振雄风-烦恼的英文
重振雄风-烦恼的英文
重振雄风-烦恼的英文
重振雄风-烦恼的英文
重振雄风-烦恼的英文
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