天美影院

Export Insurance Policy

Number

BG \ EXIP \ [Country] \ [Number]

issued by The Secretary of State acting through the Export Credits Guarantee Department (operating as UK Export Finance) (鈥淯KEF鈥�)

Schedule

Insured	[-], a company incorporated and existing under the laws of England and Wales.
Company number	[-].
Registered Address	[-].
Insured鈥檚 Address for Communications	Post (if different from above)
听	Email:
听	Attention:
Premium	[-].
Pre-Credit Period cover	You [^1] have Pre-Credit Period cover; the type of Pre-Credit Period cover You have where Goods are supplied under the Insured Contract, is pre-shipment cover. You expect that this will be required for a period of [-] months[footnote 2]
Insured Percentage	[95%]
Maximum Invoicing Period	Means the period that commences on the date on which You are first entitled to submit an invoice (or equivalent) to the Buyer under the Insured Contract in respect of the relevant Goods and/or 天美影院 Rendered and ends on the date which is the [30th] Business Day thereafter (which may be extended if UKEF agrees in writing)
Maximum Liability	[-] (or its equivalent in any other currency)
Policy Cover	[-]
Buyer	[-]
Policy Start Date	means [time] on [date]
Policy End Date	means [ - ] (which may be extended in accordance with Clause 2.3 (Policy Term and Premium) of the Policy wording)
Terms of Payment	means [ - ] (which may be extended in accordance with Clause 2.3 (Policy Term and Premium) of the Policy wording)
Insured Contract	means the terms under the Insured Contract extended by You to the Buyer for payment which are: [ - ]
Goods	means the goods that You have agreed to supply to the Buyer under the Insured Contract, which are [ - ]
天美影院	means services that You have agreed to supply to the Buyer under the Insured Contract, which are [ - ]
Permitted Variations	[ none ]/[means [insert description of the amendments the Insured may make to the Insured Contract]]
Waiting Period	means a period of [ -] months which starts on the date on which the Insured Debt or relevant part of the Insured Debt first becomes due and payable to You by the Buyer under the Insured Contract
Letter of Credit	[None]
Surety	[ none ]/[means [ - ]]
Security	[None]
Loss Payee	[ none ]/[means [ - ]]
Loss Payee Account	[ none ]/[means [ - ]]
Proposal	The final proposal dated [-] submitted by You (by way of the digital portal and/or any other medium) together 584420257 584312637 with any further information received by UKEF from You before entering into this Policy and on which basis UKEF has agreed to enter into this Policy [footnote 3]
UKEF鈥檚 address for Communications	Post: UK Export Finance, 1 Horse Guards Road, London SW1A 2HQ
听	Email: exipunderwriting@ukexportfinance.gov.uk
听	Attention: Business Group
Broker	[-]
Broker鈥檚 Address	[-]
Commission Rate	[-]

For and on behalf of the Secretary of State acting through the Export Credits Guarantee Department operating as UK Export Finance		For and on behalf of [-][Insured]
Signature	听	Signature	听
Name	听	Name	听
Position	听	Position	听
Date	听	Date	听

[^1]: Note: if you do not need cover under this policy for the pre-credit period, please contact UKEF or your broker (as appropriate) to discuss this.have Pre-Credit Period cover the type of Pre-Credit Period cover You have where Goods are supplied under the Insured Contract, is pre-shipment cover. You expect that this will be required for a period of [-] months2

Contents

1. POLICY TERMS听
2. POLICY TERM AND PREMIUM
3. SCOPE OF POLICY COVER听
4. CONDITIONS TO COMMENCEMENT OF THIS POLICY
5. MITIGATION AND CONSULTATION
6. NOTIFICATION
7. LIMITATIONS ON LIABILITY
8. OTHER INSURANCES
9. CLAIMS PAYMENTS AND PROCESSES
10. SUBROGATION
11. REIMBURSEMENT OF EXPENSES
12. ALLOCATION OF PAYMENTS AND RECOVERIES
13. RECOVERIES
14. CURRENCY PROVISIONS
15. ANTI-CORRUPTION PROVISIONS
16. SET-OFF
17. RECORDS
18. GENERAL
19. NOTICES
20. THIRD PARTY RIGHTS
21. GOVERNING LAW AND JURISDICTION
22. DEFINITIONS AND INTERPRETATION

EXPORT INSURANCE POLICY No. BG \ EXIP \ [Country] \ [Number] issued by The Secretary of State acting through the Export Credits Guarantee Department (operating as UK Export Finance) (鈥淯KEF鈥�).

This Policy is designed to protect You against certain losses You may incur as a result of a Failure to Pay by the Buyer and, if You have Pre-Credit Period cover, certain Pre-Credit Period Costs incurred if You sustain a loss in connection with the Insured Contract. UKEF want to ensure that You are fully aware of the extent of Your cover under this Policy and the terms upon which it is provided and would therefore encourage You to read this Policy in full.

1 POLICY TERMS

1.1 This Policy is issued by UKEF to You (being the Insured named in the Schedule).

1.2 This Policy consists of the Proposal and the following:

• (a) the Policy wording set out in this document;

• (b) the Schedule; and

• (c) all Endorsements to this Policy.

1.3 Please read the Policy wording set out in this document in conjunction with the Schedule and any Endorsements carefully, as they also contain important information about the cover UKEF will provide to You

1.4 Words and phrases that appear in boldface have special meanings which are set out in the Definitions and Interpretation section of this Policy wording in Clause 22 (Definitions and Interpretation) and/or the Schedule.

1.5 In case of any inconsistency between:

• (a) this Policy wording and the Schedule or an Endorsement, the Schedule or Endorsement shall prevail (as the case may be); and/or

• (b) this Policy wording and the Proposal, this Policy wording shall prevail.

2 POLICY TERM AND PREMIUM

2.1 In consideration of Your payment of the Premium, UKEF agrees to provide insurance to You subject to and in accordance with the terms and conditions of this Policy.

2.2 Cover under this Policy shall commence on the Policy Start Date and shall end on the Policy End Date

2.3 The Policy Period may be extended if agreed in writing between You and UKEF.

3 SCOPE OF POLICY COVER

Failure to pay

3.1 Subject to the other provisions of this Policy, UKEF will pay to you the Insured Percentage of the amount of the Insured Debt that remains outstanding if You sustain a loss as a direct consequence of a Failure to Pay all or part of the Insured Debt during the Policy Period and it has not been recovered from the Buyer, Surety or other third-party by the end of the Waiting Period.

3.2 The Waiting Period will be shortened to end on the date on which UKEF provides You with notice that it has determined that You have provided UKEF with:

• (a) Illegality Event Evidence and/or Political Risks Event Evidence demonstrating that an Illegality Event and/or Political Risks Event (as applicable) prevents or makes illegal, payment of or Your receipt of the Insured Debt from the Buyer, or the Buyer鈥檚 ability to pay You the Insured Debt;

• (b) Insured Contract Termination Evidence demonstrating that an Insured Contract Termination has occurred; and/or

• (c) evidence that demonstrates to UKEF鈥檚 satisfaction that the Buyer is subject to an Insolvency Event.

3.3 UKEF will not cover any loss sustained as a result of a Failure to Pay any part of the Insured Debt which is due to a dispute between You and the Buyer (including a dispute that relates to any set-off or cross-claim) until:

• (a) You have obtained (at Your own expense and risk) an Arbitration Award or Judgment determining that the Buyer is obliged to pay the Insured Debt and is not justified in refusing or failing to pay the Insured Debt; or

• (b) UKEF is satisfied that the Buyer is obliged to pay the relevant Insured Debt to You and is not justified in refusing or failing to pay the Insured Debt following the receipt by UKEF of evidence submitted by You.

Pre-Credit Period Cover

3.4 If You have Pre-Credit Period cover under this Policy, UKEF will pay to You the Insured Percentage of the Pre-Credit Period Costs that You have incurred if You sustain a loss as a direct consequence of:

• (a) an Illegality Event or Political Risks Event that prevents or makes illegal the performance of Your obligation to supply the relevant Goods and/or 天美影院 under the Insured Contract; or

• (b) an Insured Contract Termination.

3.5 UKEF will not pay to You the Insured Percentage of any Pre-Credit Period Costs until the date on which UKEF considers that You have provided Illegality Event Evidence, Political Risks Event Evidence or Insured Contract Termination Evidence (as applicable) (the 鈥淪atisfactory Evidence Date鈥�). You may submit a claim to UKEF prior to the Satisfactory Evidence Date but UKEF will not be liable to pay the claim until after the Satisfactory Evidence Date.

4 CONDITIONS TO COMMENCEMENT OF THIS POLICY

4.1 Cover under this Policy will take effect as of the Policy Start Date if:

(a) UKEF receives the full Premium from You within 14 Business Days after the Policy Start Date; and

(b)as at the Policy Start Date:

• (i)You are not aware that any Insolvency Event, Insured Contract Termination, Political Risks Event and/or Illegality Event has occurred or is likely to occur in respect of the Insured Contract or any Other Contract;

• (ii) no amount payable by the Buyer pursuant to the Insured Contract has already fallen due and payable;

• (iii) there is no amount that is currently due for payment under any Other Contract which has been outstanding for a period of more than 30 Business Days from the date on which the amount first became due and payable^{[footnote 4]};

• (iv) You have obtained all required Consents;

• (v ) any Security specified in the Schedule has been established in Your favour;

• (vi) any Letter of Credit specified in the Schedule has been opened in Your favour and is enforceable by You (and, where required by the Insured Contract, has been confirmed); and

• (vi) unless UKEF has agreed otherwise:

• (a) no Goods have been Shipped and no 天美影院 have been Rendered^{[footnote 5]}; and

• (b) if You have Pre-Credit Period cover under this Policy, no work has commenced, or expenditure incurred whether by way of purchasing or agreeing to purchase materials or conducting preparatory work or otherwise.^{[footnote 6]}

5 MITIGATION AND CONSULTATION

5.1 You shall, at all times, use all due care and diligence in Your dealings with the Buyer (including but not limited to when granting credit) and, in any event, the same level of care and diligence in any such dealings as you would in the event that that you were not covered by this Policy.

5.2 You shall submit all invoices (or equivalent document) requesting payment of the Insured Debt to the Buyer within the Maximum Invoicing Period. UKEF will not be obliged to cover any loss sustained due to a Failure to Pay all or part of the Insured Debt if You do not submit an invoice (or equivalent document) requesting payment of the Insured Debt to the Buyer within the Maximum Invoicing Period

6 NOTIFICATION

6.1 You shall notify UKEF:

• (a) of each Notifiable Event as soon as practical and in any event within 15 Business Days of becoming aware of the event and, at the same time or as soon as is practicable thereafter, provide all available information relating to that Notifiable Event in writing to UKEF;

(b) immediately upon becoming aware that the Buyer has failed to pay all or part of the Insured Debt under the Insured Contract for 30 days after the Payment Due Date; and/or

(c) if the Buyer fails to take up or purchase all or part of the Goods or collect or, in respect of an Insured Contract which includes a Retention of Title Clause, receive the relevant title documents when expected and/or when first presented to them.;

6.2 If any of the circumstances set out in limb (a)(i) of the definition of Notifiable Event, Clause 6.1(b) or Clause 6.1(c) occur, You shall:

• (a) promptly take all steps or measures to prevent or minimise any loss covered by this Policy (including preserving all rights You may have against third parties for this purpose, unless otherwise permitted by UKEF in writing) including by:

• (i) enforcing any available security for the performance of the Buyer鈥檚 obligations under the Insured Contract;

• (ii) in respect of an Insured Contract which includes a Retention of Title Clause, enforcing all of Your rights of recovery pursuant to that clause; and

• (iii) at UKEF鈥檚 request, executing any documents and taking certain actions as may be necessary to enable UKEF to intervene directly in the proceedings or negotiations relating to the Insured Debt; and

(b) not enter into any compromise of any relevant claim against any person without the written consent of UKEF.

6.3 If You fail to take any of the steps and/or measures provided for in Clause 6.2 then UKEF will not be required to make any payment in respect of the specific loss in question unless and until You demonstrate to UKEF鈥檚 satisfaction that the failure to take such steps and/or measures did not increase the risk of that loss being incurred or the amount of the loss suffered.

7 LIMITATIONS ON LIABILITY

7.1 The aggregate amount payable by UKEF under this Policy shall in no circumstances exceed the Maximum Liability

7.2 UKEF shall have no liability under this Policy for any losses arising from any default or breach by the Buyer under the Insured Contract after the Policy End Date.

7.3 UKEF shall not be liable to make any payments to You under this Policy if, during or after the Policy Period, without UKEF鈥檚 prior written approval You:

• (a) amend, revoke and waive any of the terms of the Insured Contract:

• (i) in a manner that would result in a reduction in the proportion of UK content of any Goods and/or 天美影院 to below 20%; or

• (a) the identity of the Buyer or any agent;
• (b) the jurisdiction where the Buyer or any agent is resident; or
• (c) the Purchase Price or Terms of Payment

unless such amendment is a Permitted Variation

• (b) agree to or make a material change to the nature of the Goods (including their destination) and/or 天美影院 under the Insured Contract;

• (c) assign, mortgage, charge or pledge or otherwise dispose of this Policy or any of Your rights and/or benefits arising under it;

• (d) use the name of His Majesty鈥檚 Government or UKEF or the insurance provided under this Policy directly in connection with the raising of funds from the capital markets;

• (e) fail promptly to provide UKEF with any information, in writing, that UKEF may request from time to time regarding the progress and performance of the Insured Contract;

• (f) take the following acts which, in UKEF鈥檚 opinion, materially increase the level of risk covered under this Policy:

• (i) in relation to the Contract Suite:

• (a) materially fail to comply with the terms of any component of the Contract Suite (including but not limited to any failure to make a compliant presentation of documents under any Letter of Credit);

• (b) waive or release, or fail to take all necessary actions to preserve the legal enforceability of, Your rights under any component of the Contract Suite; or

• (c) assign, mortgage, charge or pledge or otherwise dispose of all or part of the Contract Suite or any of Your rights or interests thereunder, including Your right to recover in respect of a loss;

• (ii) fail to take all necessary actions to preserve the legal enforceability of any security for the performance of the Buyer鈥檚 obligations, or do something which would prejudice Your rights against any surety for payment; and/or

• (iii) You amend, revoke or waive any material terms of the Insured Contract which is not a Permitted Variation (or otherwise permitted under Clause 7.3(a)(i)) without the prior written consent of UKEF.

7.4 If You make a fraudulent claim under this Policy, UKEF:

• (a) is not liable to make any payments to You under this Policy;

• (b) may recover from You any sums which have already been paid by UKEF to You in respect of the relevant claim; and

• (c) may, by notice to You, treat this Policy as having been terminated with effect from the time of the fraudulent act.

7.5 If UKEF exercises its right to terminate this Policy under Clause 7.4(c), UKEF:

• (a) shall not be liable to You in respect of any loss arising from any default, breach or other event occurring after the time of the fraudulent act; and

• (b) shall not be required to return any of the Premium paid by You at the start of this Policy

8 OTHER INSURANCES

8.1 ## You agree that You will not take out a Third-Party Policy during the Policy Period unless UKEF has provided its prior written consent. If You do not comply with the requirements of this Clause 8.1, UKEF will not be liable to make any claim payment to You under this Policy and shall not be required to return any of the Premium paid by You in respect of any Insured Contract.^{[footnote 7]}

9 CLAIMS PAYMENTS AND PROCESSES

9.1 Other than as set out in Clause 9.2, You shall submit each claim under this Policy by way of the submission of a Claim Form as soon as reasonably practicable and no later than 12 months after the Policy End Date. UKEF shall not be liable to make any payment under this Policy in respect of that claim if it is not submitted within this period.

9.2 If You are required to obtain an Arbitration Award or Judgement in Your favour pursuant to Clause 3.5 (Pre-Credit Period Cover) or Clause 3.2(b) (Failure to Pay) Your claim must be submitted by way of a Claim Form no later than 12 months after You have obtained the Arbitration Award or Judgement. UKEF shall not be liable to make any payment under this Policy in respect of that claim if Your claim is not submitted within this period.

9.3 You are responsible for proving to UKEF that you have suffered a loss which gives rise to a claim under this Policy. When making a claim You must provide suitable supporting evidence of the loss You have suffered which shall include the evidence requested in this Policy, the Claim Form and any other evidence or information UKEF may require (which may include copies of invoices raised or other similar payment requests).

9.4 Where there is a Failure to Pay which is subject to a Waiting Period, You shall be entitled to submit a claim to UKEF either during or after the expiry of the Waiting Period but UKEF will not be liable to pay the claim until after the date on which the Waiting Period has expired.

9.5 If the Schedule specifies a Loss Payee, You irrevocably and unconditionally:

• (a) direct UKEF to pay to the Loss Payee Account every amount which may from time to time be payable by UKEF to You pursuant to this Policy; and

• (b) agree that payment of any such amount by UKEF to the Loss Payee Account shall discharge UKEF from its obligation under this Policy to pay that amount^{[footnote 8]}

10 SUBROGATION

10.1 Following the payment of any amount to You (or, where relevant, to Your appointed Loss Payee) by UKEF under this Policy, UKEF is subrogated to all Relevant Rights, whether or not the exercise of such rights might, in addition, involve claims, rights or remedies concerning obligations other than those whose non-performance has created a loss under this Policy. These rights of subrogation shall be in addition and without prejudice to all rights and benefits to which UKEF is entitled under the general law of subrogation.

10.2 At all times after payment of any claim amount by UKEF to You under this Policy, You shall:

• (a) execute and deliver all instruments and papers and do whatever else is necessary to enable UKEF to exercise the Relevant Rights;

• (b) exercise or enforce or refrain from exercising or enforcing all Relevant Rights solely in accordance with the directions of UKEF and take all steps for this purpose as UKEF may require;

• (c) on request, assign and transfer all Relevant Rights to UKEF, and execute and deliver to UKEF all such documents as UKEF may require for this purpose; and

• (d) authorise and permit UKEF, in Your name, to settle or compromise any claim which You may have against the Buyer, the Surety or any other party in connection with the Insured Contract or institute and conduct legal or arbitral proceedings in respect of any such claim.

11 REIMBURSEMENT OF EXPENSES

11.1 UKEF will not be liable to reimburse or indemnify You for any legal costs you incur when obtaining or attempting to obtain an Arbitration Award or Judgement if required under Clause 3.5 (Pre-Credit Period Cover) and/or Clause 3.2 (Failure to Pay).

11.2 UKEF will reimburse You for any reasonable expenses You incur as a result of taking any steps required by UKEF pursuant to Clause 10.2(b) (Subrogation) if those expenses were agreed with UKEF in writing in advance. UKEF will not be required to reimburse You for expenses which were not agreed in advance of being incurred. It may, at its discretion, agree to reimburse You up to the Insured Percentage of those expenses if they were incurred by You directly for the purposes of minimising any loss.

12 ALLOCATION OF PAYMENTS AND RECOVERIES

12.1 Upon receipt of any amount from the Buyer which constitutes an Unallocated Payment, You agree that the amount of the Unallocated Payment shall be used to reduce the amount of the Insured Debt by way of You (and/or any third party (as applicable)) applying it in the following order, towards satisfying:

• (a) any Insured Debt which forms the subject of a claim under this Policy;

• (b) any other Insured Debt under the Insured Contract; and

• (c) any other amount payable but not then due, under the Insured Contract.

13 RECOVERIES

13.1听 If You receive a Recovery at any time prior to the payment of a claim by UKEF, the amount of that Recovery shall be retained by You and shall be deemed to reduce the amount of the Insured Debt under this Policy.

13.2 After a claim has been paid to You by UKEF under this Policy, You shall hold that Recovery on trust for UKEF and, as soon as practicable after receiving that Recovery, notify UKEF of that receipt and pay an amount equal to that Recovery to UKEF.

13.3 UKEF shall be entitled to retain the Insured Percentage of each Recovery it receives from You and shall pay any amounts which are in excess of the Insured Percentage of the Recovery to You.

14 CURRENCY PROVISIONS

14.1 This Policy is issued in the Policy Currency and all payments that relate to this Policy including the Premium and claims payments will be paid in the Policy Currency.

14.2 If You have:

• (a) invoiced or requested payment from the Buyer and/or other third party in a currency which is not the Policy Currency then, for the purposes of calculating the Pre-Credit Costs or Insured Debt, the value of that invoice or amount shall be converted into the Policy Currency on the date at which the relevant invoices or requests for payment were first issued; or

• (b) received any Recoveries in a currency other than the Policy Currency then, for the purposes of calculating the value of those Recoveries under this Policy, the amount of the Recoveries shall be converted to the Policy Currency on the date at which such Recoveries were received,

in each case, using the Bank of England rate of exchange prevailing on that date.

14.3 The Maximum Liability of this Policy is expressed and fixed in the Policy Currency. Where Clause 14.2 applies, the Maximum Liability limit shall be applied to the Insured Debt and/or Pre-Credit Costs once such amounts have been converted into the Policy Currency.

15 ANTI- CORRUPTION PROVISIONS

15.1 You represent and warrant that:

• (a) neither You nor any Group Company has engaged in any Potential Corrupt Activity or Corrupt Activity in relation to the Insured Contract and/or any Related Agreement;

• (b) neither You nor any Involved Group Company has any knowledge of any person engaging in any Potential Corrupt Activity or Corrupt Activity in relation to the Insured Contract and/or any Related Agreement; and

• (c) You have made reasonable enquiries for the purpose of ascertaining whether any Group Company, as at the date of this Policy, has had, or is intended to have, any material part in the negotiation or obtaining of the Insured Contract.

15.2 You undertake that:

• (a) neither You nor any Group Company shall engage in, any Potential Corrupt Activity or Corrupt Activity in relation to the Insured Contract and/or any Related Agreement;

  • (b) if You acquire knowledge that any person (including any of Your employees or employees of a Group Company) has engaged in any Corrupt Activity or Potential Corrupt Activity听 in connection with the Insured Contract and/or any Related Agreement, You shall promptly notify UKEF accordingly and supply UKEF with full details of the Corrupt Activity or Potential Corrupt Activity in question save where such notification would, or might reasonably be considered to, constitute the offence of 鈥渢ipping off鈥� under s.333A of the Proceeds of Crime Act 2002 or equivalent legislation in any competent jurisdiction;

• (c) if You fail to notify UKEF under paragraph (b) above because the notification would, or might reasonably be argued to, constitute the offence of 鈥渢ipping off鈥� under s.333A of the Proceeds of Crime Act 2002 or equivalent legislation in any competent jurisdiction, You will report to an appropriate authority Your knowledge of any such Corrupt Activity or Potential Corrupt Activity; and

• (d) You shall if You have not already done so:

(i) require every Associated Person who has been or is involved in obtaining or in performing the Insured Contract and/or any Related Agreement not to engage in any Potential Corrupt Activity in relation to the Insured Contract and/or any Related Agreement;

(ii) monitor compliance with that requirement; and

(iii) take appropriate action against anyone who has engaged, or engages, in any Potential Corrupt Activity or Corrupt Activity in relation to the Insured Contract and/or any Related Agreement

15.3 If at any time, whether during or after the term of this Policy, You, any Group Company听 or any Senior Officer of Yours has engaged, or engages in, any Corrupt Activity in connection with the Insured Contract and/or any Related Agreement, then UKEF shall be discharged from any liability under this Policy and may cancel this Policy with effect from the Policy Start Date and in either event (a) UKEF shall be entitled to retain all Premium which it may have received from You; and (b) You shall on demand repay to UKEF all sums which UKEF may have paid to You under this Policy.

16 SET-OFF

16.1 UKEF has the right to apply any amount that UKEF owes to You under this Policy or under any other contract between You and UKEF towards the payment of any amount owing by You under this Policy or under any other contract between You and UKEF provided that any exercise by UKEF of its rights under this Clause 16.1 shall not limit or affect any other rights or remedies available to it..

17 RECORDS

17.1 You shall:

• (a) permit any person authorised by UKEF (and, if other than an official of UKEF, approved by You, such approval not to be unreasonably withheld or delayed) to visit, during business hours, any of Your premises in the United Kingdom where Records are kept for the sole purpose of inspecting, auditing and taking copies of any Administration Records provided that UKEF gives to You at least five Business Days鈥� notice of that visit;

• (b) permit any person authorised by UKEF (and, if other than an official of UKEF, approved by You, such approval not to be unreasonably withheld or delayed) to visit, during business hours, any of Your premises in the United Kingdom where Contract Records are kept in order to inspect any Contract Records to the extent necessary to verify the accuracy of any statements made, and any information given, by You provided that UKEF gives to You at least five Business Days鈥� notice of that visit; and

• (c) in relation to Clause 17.1(a) and 17.1(b), You shall also provide oral or written explanations in relation to those Records (where You have the knowledge and ability to do so) and permit UKEF or its authorised representative to take copies of any of the Records upon the condition that UKEF will, on request, pay to You the reasonable costs You incur for the purposes of supplying any copies of the Records.

17.2 Any Confidential Information acquired by UKEF pursuant to Clause 17.1, will be held by UKEF in confidence and subject to the terms set out in the Proposal.

17.3 Wherever practicable, UKEF will give notice to You of any application made under the Information Legislation for the disclosure of Confidential Information. Nothing in this Clause 17 shall imply that You consider any Confidential Information to be disclosable under the Information Legislation.

17.4 To the extent permitted by its obligations at law and its responsibilities as a government department, UKEF will destroy Confidential Information, or, if so requested, return it to You, when UKEF considers that it has served the purpose for which it was obtained.

17.5 You will ensure that You have the right to provide the full terms of the Insured Contract (including but not limited to any terms related to payment by the Buyer and/or the Purchase Price for the relevant Goods and/or 天美影院) to UKEF or its authorised representative for review where requested for the purposes of this Policy.

17.6 Nothing in this Clause 17 obliges You or UKEF to act unlawfully or in breach of any requirement of any regulatory or investigatory body or in breach of any duty of confidence.

17.7 You shall not unreasonably delay or withhold Your consent to the disclosure by UKEF of any information which is otherwise confidential by virtue of the provisions of the Proposal.

18. GENERAL

18.1 Any amendment to this Policy is valid only if evidenced by an Endorsement.

18.2 This Policy (including the Schedule, the Proposal and each Endorsement) is the entire agreement between You and UKEF.

18.3 UKEF is deemed not to have excused, waived or accepted any failure by You to comply with any term of this Policy unless it has expressly recorded this in writing.

18.4 The headings in this Policy are solely for reference and shall not in any way affect the meaning or interpretation of this Policy.

19. NOTICES

19.1 Each Communication:

• (a) shall be in writing (which shall include email);

• (b) may be given in person, by post or by email;

• (c) shall be sent to its intended recipient at its address for Communications as given in the Schedule (or to such other address as the intended recipient shall have most recently notified to the sender as being the intended recipient鈥檚 address for Communications); and

• (d) shall be marked for the attention of such employee or department of the intended recipient as is specified in the Schedule (or such other person or department as the intended recipient shall have most recently notified to the sender as being that to which Communications should be addressed).

19.2 Subject to Clause 19.3, any Communication will be deemed to have been received by its intended recipient:

• (a) if delivered in person, at the time of delivery;

• (b) if sent by first class letter post, three Business Days after being deposited in the post in a correctly addressed envelope; or

• (c) if sent by email when received in a legible form.

19.3 A Communication which, pursuant to Clause 19.2, is deemed to have been received on a day which is not a Business Day or after 17:00hrs in the place of receipt will be deemed to have been received on the next Business Day in that place.

20. THIRD PARTY RIGHTS

20.1 Neither You nor UKEF intend that any term of this Policy should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a named in this Policy.

21. GOVERNING LAW AND JURISDICTION

21.1 This Policy and any non-contractual rights and obligations arising in connection with it are governed by, and shall be construed in accordance with, the laws of England and Wales. Save as provided in Clause 21.3, the courts of England and Wales shall have exclusive jurisdiction to hear and determine all disputes, actions, claims and proceedings of whatever nature arising out of, or in connection with, this Policy or the transaction contained in it, and for such purpose You submit to the exclusive jurisdiction of, and waive any objections to proceedings being brought against You in, those courts.

21.2 All legal process relating to proceedings before the courts of England and Wales shall be sufficiently served upon You if addressed to You and delivered by post or by hand to Your address as stated in the Schedule.

21.3 UKEF shall be at liberty to take proceedings against You in whichever jurisdiction UKEF may think fit.

22. DEFINITIONS AND INTERPRETATION

In this Policy:

听	听
鈥淎dministration Records鈥�	means any records (other than those covered by legal privilege) preserved in any medium or form (and including records stored electronically) which relate to the performance of the Insured Contract;
鈥淎rbitration Award鈥�	means an award against the Buyer pursuant to an agreement for arbitration contained or incorporated in the Insured Contract;
鈥淎ssociated Person鈥�	means a person associated with You within the meaning given in s. 8 of the Bribery Act 2010;
鈥淏usiness Day鈥�	means any day other than a Saturday, Sunday or public holiday in England and Wales;
鈥淐laim Form鈥�	means a claim form which You must obtain from UKEF by emailing claims@ukexportfinance.gov.uk;
鈥淐辞尘尘耻苍颈肠补迟颈辞苍鈥�	means each claim, notice or other communication which may be served or made pursuant to this Policy;
鈥淐onfidential Information鈥�	means: (a) the Records, (b) the contents of the Records; and (c) all written or oral explanations provided in respect of the Records pursuant to Clause 17.1(c);
鈥淐辞苍蝉别苍迟蝉鈥�	means all or any authorisations and/or licences You are required to obtain to be able to lawfully perform Your obligations under the Insured Contract;
鈥淐onsortium Party鈥�	means any company, partnership, limited liability partnership, person or other legal entity (other than You) that is a party to any written joint venture, consortium or other similar arrangement (other than a sub-contract) to which You are also a party and which has been, or will be, entered into in connection with the performance or financing of all or any part of the Insured Contract;
鈥淐ontract Records鈥�	means records, for the period up to the date of award of the Insured Contract, preserved in any medium or form (including records stored electronically) which relate specifically to Your obtaining of the Insured Contract or the employment of, and payments to, or for the benefit of, any agent;
鈥淐ontract Suite鈥�	means the Insured Contract and all agreements, financial instruments (including, without limitation, any letter of credit or bill of exchange), undertakings, consents, authorisations or other documents relating to the Insured Contract or issued in connection with any payments made or to be made under it;
鈥渃ontrol鈥� or 鈥渃ontrolled鈥�	means, in relation to a company (the 鈥渃ompany controlled鈥�), control of the company controlled: (a) by virtue of any contractual arrangements including, without limitation, any provisions in the memorandum and articles of association (or the equivalent documents in the case of a company incorporated in a jurisdiction other than that of England and Wales) of the company controlled or any other company; and/or; (b) by virtue of ownership (whether directly or through nominees or trustees) of more than 50% of the voting share capital of the company controlled; or through a chain of companies each of which controls the next by the means described at paragraph (a) and/or (b) above;
鈥淐orrupt Activity鈥�	means any activity with reference to a person (including without limitation the offering of any payment, reward or other advantage to any public official or other person), that: (a) is found by a court in a competent jurisdiction (after all available rights of appeal have been exhausted) to have rendered the Insured Contract illegal, void, voidable or unenforceable under its governing law; (b) or other than under duress, has been admitted by that person (which shall include, for the avoidance of doubt, admissions of activity made under a deferred prosecution agreement in England, civil forfeiture order or similar administrative settlements in other jurisdictions); or (c) is found by a court or competent authority in any competent jurisdiction (after all available rights of appeal have been exhausted) outside the United Kingdom to constitute an offence under any applicable law (except by virtue of changes to that law having retrospective effect); (d) or is found by a court or competent authority in the United Kingdom (after all available rights of appeal have been exhausted) to constitute a Relevant Offence,; and which activity in respect of paragraphs (a), (b) and (c) above corresponds to a Relevant Offence provided that, where for the purposes of paragraph (b) above, any such activity is admitted by an Excluded Person, such activity shall not, for the purposes of this Policy, constitute Corrupt Activity if such activity was not, at the time it was engaged in, unlawful under the laws or regulations of the country in which it took place;
鈥凄颈谤别肠迟辞谤蝉鈥�	means, in relation to a company, the members of that company鈥檚 board of directors (including non-executive directors);
鈥淓苍诲辞谤蝉别尘别苍迟鈥�	means a written amendment to this Policy in the format prescribed by UKEF;
鈥淓xcluded Person鈥�	(a) where such activity was engaged in prior to 1 July 2011: (i) a person other than a national of the United Kingdom (as defined in s.109(4) of the Anti-terrorism, Crime and Security Act 2001); or (ii) a body incorporated under the laws of a country other than the United Kingdom; and (b) where such activity was or is engaged in on or after 1 July 2011, a person or body of a type not listed in s.12(4) of the Bribery Act 2010;
鈥淔ailure to Pay鈥�	means a failure of the Buyer to pay all or some of the relevant Insured Debt to You by the Payment Due Date under the terms of the Insured Contract (including, for the avoidance of doubt, due to an Insured Contract Termination and/or Insolvency Event) in the currency specified therein (unless payment in an alternative currency is accepted by You having obtained UKEF鈥檚 prior written consent);
鈥淕roup Company鈥�	means a company (in any jurisdiction) that is controlled by You or that controls You or that is controlled by a company which controls You;
鈥淚llegality Event鈥�	means any act, decision or legislative or administrative measure of the government or courts of any country (including the non-renewal or cancellation of an export or import licence but excluding a refusal or failure to grant a United Kingdom export licence or other United Kingdom authorisation required as at the date of the Insured Contract for the performance of the Insured Contract);
鈥淚llegality Event Evidence鈥�	means evidence satisfactory to UKEF that demonstrates that an Illegality Event has occurred (and the date on which such event occurred), which may include: (a) where available, a court order issued by a competent authority; (b) or where a court order is not obtainable by You, or is not sufficient, any such evidence which, in UKEF鈥檚 opinion, demonstrates that the Illegality Event has occurred[footnote 9]
鈥淚nformation Legislation鈥�	means the Freedom of Information Act 2000 and the Environmental Information Regulations 2004 as, in each case, amended or re-enacted from time to time and any other legislation from time to time governing the disclosure of information held by public bodies in response to requests from individuals or organisations;
鈥淚nsolvency Event鈥�	means, in respect of the Buyer, any or all of the following: (a) it is adjudicated by a competent court to be, or a competent officer certifies that it is, unable to pay its debts as they fall due; (b) it admits in writing its inability to pay its debts as they fall due; (c) it suspends making payments to its creditors generally; (d) by reason of actual or anticipated financial difficulties, it begins negotiations with any creditor for the rescheduling or restructuring of any of its indebtedness; (e) or any of the following occurs in respect of it: (i) any resolution for its winding-up, administration or dissolution is passed at a meeting of its shareholders; (ii) any liquidator, trustee in bankruptcy, receiver, administrative receiver or administrator is appointed in respect of it or substantially all of its assets; (iii) its shareholders, directors or other officers request the appointment of, or give notice of their intention to appoint, a liquidator, trustee in bankruptcy, receiver, administrative receiver or administrator; (iv) a petition is presented for its winding-up or liquidation; or any other analogous step or procedure is taken in any jurisdiction;
鈥淚nsured Contract Termination鈥�	means a termination of the Insured Contract, or termination of Your obligation to supply Goods and/or 天美影院 under the Insured Contract due to a breach of the Insured Contract by the Buyer;
鈥淚nsured Contract Termination Evidence鈥�	means: (a) an Arbitration Award or Judgment that You have obtained (at Your own expense and risk) determining that the Buyer has breached the Insured Contract and that breach justified the Insured Contract Termination; or (b) where appropriate, such other evidence that demonstrates to UKEF鈥檚 satisfaction that the Buyer is in breach of its obligations under the Insured Contract and that breach justified the Insured Contract Termination;
鈥淚nsured Debt鈥�	means an amount that has become due and payable to You under the terms of the Insured Contract (exclusive of any Interest), or which would have become payable but for the effect of any moratorium or prohibition on payment;
鈥泪苍迟别谤别蝉迟鈥�	means any sum paid or payable to You in respect of interest pursuant to the Insured Contract, any Security, any Judgment or any Arbitration Award or otherwise in connection with the Insured Contract;
鈥淚nvolved Group Company鈥�	means: (a) a Group Company that You, having made the reasonable enquiries referred to in Clause 15.1(c), believe has had, or is intended to have, at the date of this Policy, any material part in the negotiation or obtaining of the Insured Contract; (b) or a Group Company that employs personnel providing head office, legal, compliance, audit or similar functions;
鈥淛耻诲驳尘别苍迟鈥�	means a final court decision binding on both You and the Buyer that is enforceable in the Buyer鈥檚 country;
鈥淟etter of Credit鈥�	means an irrevocable and unconditional letter of credit required for the purpose of making any payments under the Insured Contract as described in the Schedule;
鈥淣otifiable Event鈥�	means (a) any matter of which You become aware which indicates that: (i) the Buyer may fail to perform any material obligation under the Insured Contract or may be unable to pay any Insured Debt (including but not limited to the possibility or occurrence of an Insolvency Event, cash flow difficulties or material defaults in respect of any Other Contract);(ii) if You have Pre-Credit Period cover, the Pre-Credit Period is likely to be extended by a period of 30 days[footnote 10] or more; (iii) and/or You are reasonably likely to require an extension to the Policy End Date; and/or (b) one or more of the Consents held by You and which are required for You to be able to fulfil Your obligations under the Insured Contract has expired and/or has been withdrawn or cancelled (or is reasonably likely to expire, be withdrawn or cancelled); and/or (c) You receive a Recovery or an Unallocated Payment;
鈥淥ther Contract鈥�	means any contract between You and the Buyer other than the Insured Contract;
鈥淧ayment Due Date鈥�	means a date on which the Buyer is required to make the relevant payment to You in accordance with the terms of the Insured Contract;
鈥淧olicy Period鈥�	means the period specified in the Schedule which commences on the Policy Start Date and ends on the Policy End Date;
鈥淧olitical Risks Event鈥�	means war, civil war, revolution or insurrection;
鈥淧olitical Risks Event Evidence鈥�	means evidence satisfactory to UKEF demonstrating that a Political Risks Event has occurred (and the date at which such event occurred);
鈥淧otential Corrupt Activity鈥�	means activity that could, subject to the occurrence of subsequent events referred to in paragraphs (a), (b) or (d) of the definition of Corrupt Activity, amount to Corrupt Activity;
鈥淧re-Credit Period鈥�	means the period that commences on the Policy Start Date and ends: (a) if the type of Pre-Credit Period cover You have is pre-shipment cover, in respect of Goods (i) dispatched in one Shipment, on the date of that Shipment; and/or (ii) dispatched in more than one Shipment, in respect only of the Goods being so dispatched, on the date of that Shipment; or (b) if the type of Pre-Credit Period cover You have is pre-delivery cover, in respect of Goods: (i) dispatched in one Shipment, on the date of the delivery of those Goods to the destination specified in the Insured Contract[footnote 11]; or (ii) dispatched in more than one Shipment, in respect only of the Goods being so dispatched, on the date of the delivery of those Goods to the destination specified in the Insured Contract; and/or (c) if you have Pre-Credit Period cover in respect of 天美影院: (i) on the date that the 天美影院 have been Rendered if they are not Rendered in separate stages; (ii) or where the 天美影院 are Rendered in separate stages, in respect only of such 天美影院, the date at which such 天美影院 were Rendered;
鈥淧re-Credit Period Costs鈥�	means: (a) all costs and/or expenses that You have already paid and/or are contractually liable to pay incurred by You in a Pre-Credit Period specifically and directly for the purposes of being able to fulfil part or all of Your obligations under the Insured Contract (which, for the avoidance of doubt shall not include ordinary course internal costs and/or expenses related to the carrying on of Your business) and provided that UKEF shall not pay You any costs and/or expenses in excess of the amount that would have been payable by the Buyer under the Insured Contract in respect of those Goods and/or 天美影院; (b) Less: all amounts that have irrevocably been paid to You by the Buyer (or any third party) in respect of any Goods and/or 天美影院 under the Insured Contract and/or which otherwise relate to the Goods and/or 天美影院; and (c) the value of all and any Goods and/or 天美影院, that are available for resale and any other benefit that You may have received by not supplying such Goods and/or Rendering the 天美影院;
鈥淧urchase Price鈥�	means the full amount payable by the Buyer to You for the Goods and/or 天美影院 (as applicable) pursuant to the Insured Contract and excluding any applicable value added tax (or its equivalent in any relevant jurisdiction);
鈥凌别肠辞谤诲蝉鈥�	means the Administration Records and the Contract Records;
鈥淩ecovery鈥� and 鈥淩ecoveries鈥�	means any sum recovered or available to You (and any Interest) from the Buyer or any third party for the purposes of reducing or mitigating the loss suffered by You in relation to a Failure to Pay or any Pre-Credit Period Costs incurred;
鈥淩elated Agreement鈥�	means: (a) any agreement or undertaking, other than any agreement or undertaking for the supply of Goods and/or 天美影院 to You or any Consortium Party, which relates to the Insured Contract and to which You or any Consortium Party is a party; and/or (b) any consent or authorisation, required by You or any Consortium Party for the obtaining or performance of the Insured Contract and of which You or any Consortium Party is the direct recipient or beneficiary;
鈥淩elevant Rights鈥�	means (in relation to a loss sustained by You that has led to any payment by UKEF under this Policy) all rights, remedies, claims, guarantees and securities available to You to mitigate such loss, including any rights against a guarantor or surety;
鈥淩elevant Offence鈥�	means: (a) in relation to acts committed or events occurring before 1st July 2011, an offence under the Prevention of Corruption Acts 1889 to 1916 as amended by Part 12 of the Anti-terrorism Crime and Security Act 2001 (as from time to time amended or re-enacted); and/or (b) an offence of conspiracy to corrupt under the Criminal Law Act 1977 or under common law, or, in relation to acts committed or events occurring on or after 1st July 2011, an offence under s. 1, 2, 6, or 7 of the Bribery Act 2010 (as from time to time amended or re-enacted);
鈥凌别苍诲别谤别诲鈥�	means the relevant 天美影院 have been performed by You in accordance with the Insured Contract with the result being that You are entitled to invoice the Buyer and to be paid for such 天美影院;
鈥淩etention of Title Clause鈥�	means an 鈥渁ll monies clause鈥� or similar retention of title clause which is included in the Insured Contract and which provides that legal ownership or title to the relevant Goods will not pass from You to the Buyer until the Buyer has paid in full for the Goods; [footnote 12]
鈥淪atisfactory Evidence Date鈥�	- has the meaning given to it in Clause 3.5;
鈥沦肠丑别诲耻濒别鈥�	- means the schedule to this Policy;
鈥沦别肠耻谤颈迟测鈥�	means such security (if any) for the Insured Contract as is referred to in the Schedule;
鈥淪enior Officer鈥�	means: (a) a body corporate, a Director or senior executive of the body corporate; (b) a partnership, a partner in the partnership; and (c) a limited liability partnership (鈥淟LP鈥�) all members or, if applicable, all those members appointed or entitled to manage the LLP;
鈥淪hipped鈥� or 鈥淪hipment鈥�	means the relevant Goods leave the custody and control of You or Your agent to transit to the destination of delivery where the Buyer or its agent is required to accept them pursuant to the Insured Contract;
鈥淭hird-Party Policy鈥�	means a trade credit insurance policy with another insurer or provider which covers the same insured subject matter and risks as covered under this Policy;
鈥淯nallocated Payment鈥�	any amount irrevocably paid to You by: (i) the Buyer; or (ii) any other third party, which is not appropriated to a specific debt (other than: (i) in either case, where such amount is returned to the Buyer (or any other third party (as applicable)), as a result of the non-renewal or cancellation of any United Kingdom export licence or other authorisation required for the supply to the Buyer of the Goods and/or 天美影院; and/or (ii) where such an amount is a Recovery);
鈥淯nited Kingdom鈥�	means the United Kingdom of Great Britain and Northern Ireland together with the Channel Islands and the Isle of Man; and
鈥淵ou鈥� or 鈥淵our鈥�	means you, being the company or organisation who has entered into this Policy.

Sample policy ends