Scribd Logo
Upload

Welcome to Scribd!

  • 17 views

    JS Bank Financing Terms & Conditions

    Uploaded by

    Umair Neoron

    Copyright:

    © All Rights Reserved
    Download as PDF or read online from Scribd
    Flag for inappropriate content

    You might also like

    JS Bank Financing Terms & Conditions

    Uploaded by

    Umair Neoron
    17 views15 pages

    Copyright

    © © All Rights Reserved

    Available Formats

    PDF or read online from Scribd

    Did you find this document useful?

    Is this content inappropriate?

    Report this Document

    Copyright:

    © All Rights Reserved
    Download as PDF or read online from Scribd
    Flag for inappropriate content
    17 views15 pages

    JS Bank Financing Terms & Conditions

    Uploaded by

    Umair Neoron

    Copyright:

    © All Rights Reserved
    Download as PDF or read online from Scribd
    Flag for inappropriate content
    of 15
    GJSBANK 415 Bank Limited Lagat Road Fasalabad Phones #081-2541204 86 Fave #0412541289 Draft o7.Suly.2022 AGREEMENT FOR COLLABORATION BETWEEN NEORON ENERGY SOLUTIONS ( PVT ) Ltd. AND JS BANK LIMITED Page 1 of 15 GISBANK ss Bank Limited THIS AGREEMENT FOR COLLABORATION (the “Agreement”) isabcingioiniatle and entered into, on this day of. 2022, at Karachi, Phone 251128466 BY AND BETWEEN Neoron Energy Solutions ( Pvt ) Ltd., 2 company incorporated under the laws of Pakistan, and having its registered office at P-7, Huawei Tower Susan Road — Paisalabad, (hereinafter referred to as “Neoron Energy Solutions ( Pvt ) Ltd.”, which term shall, unless repugnant to the context, include its authorized representatives, suceeéssors-in-interest and permitted assigns) OF THE FIRST PART, AND JS Bank Limited, a banking company duly incorporated and existing under the laws of Pakistan, having its registered office at 1** Floor, Shaheen Commercial Complex, Dr. Ziauddin Abmed Road, Karachi, (hereinafter referred to as “JSBL”, which term shall, unless repugnant to the context, include its suecessors-in-interest and permitted assigns) OF THE SECOND PART. (If and when applicable hereinafter, Neoron Energy Solutions ( Pvt ) Ltd. and JSBL may individually and collectively be referred to as “Party” and “Parties” respectively, as the context of this Agreement so requires.) A. WHEREAS, Neoron Energy Solutions ( Pvt ) Ltd. is certified by the Alternative Energy Development Board to provide net metering solutions to the Applicants, hence provides energy solutions for homes, businesses and farmers; B. AND WHEREAS, JSBL is a banking company providing banking services to customers under relevant laws and regulation, including SBP Prudential regulations, and having a large customer base and network of branches all over Pakistan; C. AND WHEREAS, Neoron Energy Solutions ( Pvt ) Ltd. and JSBL intend to collaborate with each other, for promoting each other's interests and perform certain activities for mutual benefit; wherein JSBL shall provide finance facility to (i) SME customers of Solar Panel System provided by Neoron Energy Solutions ( Pvt) Ltd., (ii) new and existing customers of JSBL, who may be availing JSBL’s JS Ghar Apna product, (ii) Agriculture customers for agricultural purposes to enable them to purchase Solar Panel Tube Wells from Neoron Energy Solutions ( Pvt ) Ltd. (the “Applicants”), whereas the assignment, in its entirety, would hereinafter be termed as the “Project” Page 2 of 15 GJSBANK NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES e4HKuBARTIES HEREBY RECORD THEIR AGREEMENT AS FOLLOWS: Unga ood Fasaabod 1 L DEFINITIONS AND INTERPRETATION: Ps Phone:#08i-2541284-85 In this Agreement, unless specified otherwise, the following words and expressions shall have the meanings as assigned hereunder: “Agreement” means this agreement for collaboration executed between Neoron Energy Solutions ( Pvt ) Ltd. and JSBL. on the date mentioned above and such amendments in writing, as may be subsequently agreed “Applicants” shall have the meaning ascribed to the term in Recital C. “Confidential Information” shall have the meaning ascribed to the term in Clause 5.1 herein below; “Force Majeure Event” means an event or circumstance, which is beyond the reasonable control of a Party, and which makes a Party’s performance of its obligations under this Agreement impossible, and includes, but is not limited to, such a change in national or international financial, political or economic conditions which materially affect the performance of the affected Party's obligations under this Agreement and also includes war, (whether declared or not), pandemic, outbreak, sabotage, terrorism, riots, hostilities, an insurrection of civil disorder, or military operations, civil disorder, national or local emergency, acts of public enemy, acts or omissions of the local or national government (excluding any actions taken on account of breach of any legal obligation by the affected Party) or other competent authority, industrial disputes, cyber-attacks and earthquake, fire, explosion, storm, flood, accidental damage, landslides, wash outs, lighting, or other adverse weather conditions, strikes or lockouts; blockages, as well as acts of God or any major change in current business modalities and other causes beyond the control of the Party affected. “JSBL” shall have the meaning ascribed to the term in the Preamble above. “Neoron Energy Solutions (Pvt) Ltd.” shall have the meaning ascribed to the term in the Preamble. “Party” or “Parties” shall have the meaning ascribed to the terms in the Preamble. “SME” shall have the meaning ascribed to the term under the Prudential Regulations for Small and Medium Enterprises as issued by the State Bank of Pakistan, “Working Day” means Monday through Saturday excluding any public holiday(s). ‘The following working hours shall be adhered to in regard to a Working Day: Monday to Thursday 9:00 am. to 5:30 p.m., Friday from 9:00 Page 3 of 15, OL, W VL Vil. GIJSBANK am. to 6:00 p.m. or any other time prescribed by State Banksaf.Pekislan, from time to time. nat oad Fiabe Phone: 081254128686 Headings in the Agreement are inserted for convenience purpose Gilly S80 SMP not affect its construction and/or interpretation. Where appropriate, the singular includes the plural, and vice-versa, and words referring toa specific gender shall include the other gender(s) as well. A reference to any Clause shall be construed as a reference to a clause of this Agreement. Reference to any statute or statutory provision includes a reference to the statute or ‘statutory provisions or instrument, as from time to time amended, modified, extended or re-enacted, and references to any statute include any statutory instrument or regulations made under it. Reference to persons shall include bodies corporate, firms and unincorporated associations. Recitals to this Agreement shall be deemed integral and operative part of this Agreement, to be read in its conjunction, and any breach thereof or any misrepresentation contained therein shall entitle the Parties to the same remedies, as are available in respect of other terms of this Agreement. OBJECTIVE: - The objective of this Agreement is to establish an understanding that Neoron Energy Solutions ( Pvt) Ltd. shall collaborate with JSBL, wherein JSBL shall extend financing to the Applicants for the purchase of Solar Panel System from Neoron Energy Solutions (Pvt) Ltd.. SCOPE OF AGREEMENT: - 3.1. JSBL will grant financing to the Applicants to enable them to purchase the Solar Panel System from Neoron Energy Solutions ( Pvt ) Ltd., subject to such Applicants meeting applicable regulatory and JSBL’s intemal credit requirements. 3.2. Neoron Energy Solutions ( Pvt) Ltd. shall provide a confirmed quotation to the Applicants after detailed site survey of the premises. For financing, in case of either, Neoron Energy Solutions ( Pvt ) Ltd. or JSBL’s forwarded clients, the internal credit requirement formality will be met prior to forwarding financing applications to JSBL. All disbursements shall be made directly in the name of “Neoron Energy Solutions ( Pvt ) Ltd. Private Limited” on behalf of the Applicant, as per Category-II of the SBP Financing Scheme for Renewable Energy. Page 4 of 15 33 34 37 38 @ISBANK Neoron Energy Solutions ( Pvt) Ltd. shall provide Solar Papgl,Systaug in SKU sizes of SKW and 10KW, or as the case may be, 10 the Appiieants/witin the approved loan amount, with a maximum limit PKR 400 niet vesueasem size of maximum 1 MW as per SBP Financing Scheme for fe Energy. ‘Second hand equipment is not eligible under Category-II of the SBP Financing ‘Scheme for Renewable Energy. Each of the Parties shall be responsible to target potential Applicants and generate leads to ensure success of the Project. In case of Applicants forwarded by JSBL, Neoron Energy Solutions ( Pvt ) Ltd, shall pay a commission of PKR 25,000/- to JSBL per successful residential customer and 3% of the financing amount per successful commercial customer to JSBL. ‘The Parties shail market the Project as per mutual written consent. The obligations of the Applicants vis a vis the financing extended by JSBL shall bbe covered under JSBL’s documentation, to be executed between JSBL and the Applicants; however, Neoron Energy Solutions ( Pvt ) Ltd. agrees that in the event an Applicant defaults in repayment of the facility/ installments thereof [and/or is otherwise in material breach of the terms of the finance agreement executed between JSBL and the Applicant], Neoron Energy Solutions ( Pvt ) Lid. shall, upon intimation of JSBL to Neoron Energy Solutions ( Pvt ) Ltd., buy back from JSBL, the solar panels/ devices! inverters! batteries, which are subject to such financing, at a per annum depreciation of 20%. Neoron Energy Solutions ( Pvt) Ltd. agrees to enter into such documentation with JSBL, which may be necessary to give effect to such buy-back upon default by the Applicant. However, the remedy of ‘buy-back’ would not be applicable upon the Applicants at Recital ~ C (iii), as mentioned above. JSBL shall not be liable to the Applicant, in any manner, whatsoever, in respect of suitability for use and condition of Solar PV System / Solar Panels / devices inverters or any matter other than the provision of financing as envisaged in this Agreement and all the liabilities and obligations relating to or arising therefrom, shall be between Neoron Energy Solutions ( Pvt ) Ltd. and the Applicants. Neoron Energy Solutions ( Pvt ) Ltd. agrees to provide remote access of the Solar Panel System subject to such financing. 4. REPRESENTATIONS AND WARRANTIES: - al 42 ‘The Parties agree to act in accordance with the terms of this Agreement to the best of their ability and according to the present state of their knowledge. Any information, data, material or service furnished by either Party in pursuant to this Agreement is on ‘as is’ basis and shall not be divulged or distributed to any third party, without prior written consent of the other Party ‘The Parties agree that any further collaboration between the Parties. whether or not arising from this Agreement, shall be subject to @ separate agreement between the Parties. Page 5 of 15 43 44 45 46 aq GASBANK Js tank Limited ‘The Parties had disclosed to each other, in writing, that all jaatvess apadifically relating to them and their respective business, which could affjat shpis.apihitnsto perform the obligations hereunder and that all such infornfation’ B's8Sti#ite in all material respects and no material fact, the omission of which would make such statements misleading, has been omitted. Each Party hereby represents and warrants to the other Party as to itself, that, as, of the date hereof: i, Tt is a company duly organized, validly existing and in good standing under the laws of the Islamic Republic of Pakistan. ii, _Tthas the legal right, power and authority to execute this Agreement and all ancillary documents that may be required and to perform all of its obligations under this Agreement, and the consummation of the transactions contemplated herein, shall not violate or conflict with its constitutional documentation. iii, It has provided and will provide in the future, the other Party, with true and complete copies of all agreements and other documents necessary in connection with this Agreement. iv. Neither the execution of this Agreement nor the execution of any ancillary documents under it violates any material agreement to which it is a party or by which it may be bound, or contravenes any law or regulation having applicability to it. v. There is no material claim, suit, proceeding, or investigation pending or threatened, by or before any court, tribunal or authority against it involving the transactions contemplated by this Agreement. ‘Neoron Energy Solutions ( Pvt ) Ltd. hereby irrevocably and unconditionally represents and warrants to JSBL that all the services provided will be of good quality, in conformity with its license obligations the highest standards of the profession and in accordance with this Agreement, failing which will amount to a breach. Neoron Energy Solutions ( Pvt ) Lid. asserts that it possesses the due qualification, has the adequate knowledge, resources and experience, thereby enjoys a good reputation and credibility in the market, and is a reliable company being fully capable of providing the said services in order to meet the requirements of the JSBL, as stipulated under this Agreement ‘Neoron Energy Solutions ( Pvt ) Ltd. affirms that: i, Ithasnever violated local / applicable laws and will ensure that AML/TF and all other regulatory and law requirements are properly complied. Page 6 of 15 5 48 49 4.10 4a GISBANK ii, It has not been adjudged an insolvent by any Cougs of, ggpapetent jurisdiction, or whatsoever. Lge fon Fatt iii. It has not compounded with the creditors. iv. No lawsuit has been filed against it in relation to the products or services offered hereunder, v. No execution of decree or order of any Court remains unsatisfied against it. vi. Ithas never been convicted of a crime of financial nature till date. ‘Neoron Energy Solutions ( Pvt ) Ltd. shall maintain the highest professional code of conduct in its dealings. Neoron Energy Solutions ( Pvt ) Ltd., its partners, employees, contractual staff, etc. shall be responsible for any loss, delay or inconvenience caused to the JSBL, by an act, omission or negligence with respect to the services and/or disclosure of Confidential Information or breach of any of the terms of this Agreement. This is without prejudice to any other rights available to ISBL under this Agreement or any other applicable laws. Neoron Energy Solutions ( Pvt ) Ltd, further ensures full compliance with all the applicable legal and regulatory requirements governing the subject matter of this Agreement, as issued and/or amended from time to time. JSBL shall not be held liable for any failure of Neoron Energy Solutions ( Pvt ) Ltd. to remain compliant with such requirements and Neoron Energy Solutions ( Pvt ) Ltd. hereby indemnifies JSBL, for all the losses, damages and costs, if sustained, as a result of the failure by Neoron Energy Solutions ( Pvt ) Ltd. to comply with any applicable legal and regulatory requirements or by any act and/or omission attributable to Neoron Energy Solutions (Pvt ) Ltd. Neoron Energy Solutions ( Pvt ) Lid. undertakes to comply with all applicable laws, ordinances, regulations, and codes concerning its obligations as an employer with regard to the health, safety and payment of its employees, and identification and procurement of required permits, certificates, approvals, and inspections during the performance of this Agreement. The representations and warranties set forth herein constitute the only representations and warranties, express or implied, made by it in connection with this Agreement. CONFIDENTIALITY, NON-DISCLOSURE AND ANNOUNCEMENT: - Sa For the purposes of this Agreement, the term “Confidential Information” shall mean, including, but not limited 10 any information which comes in the possession of Neoron Energy Solutions ( Pvt ) Ltd. and/or its personnel during the normal course of services, which shall he the property of the JSBL, at all times and/or any of the JSBL’s communications, whether in oral, written, graphic, magnetic, electronic, or other form, that is either conspicuously marked Page 7 of 15 6. 54 515: 56 61 GISBANK "confidential" or "proprietary", or is known to be confidential arwpypprigiary. or is of a confidential or proprietary nature, or may be deemed to becpficatriidential or proprietary nature, and that is made in the course of discussbomssstadies other work is undertaken, shall be kept confidential by Neoron FMtérgy’Satitions (Pvt) Ltd. and its personnel. The Parties agree not to disclose the content and any other information concerning any contraets or negotiations between the Parties in connection with this Agreement, without the consent of the concerned Party, in writing. Notwithstanding the above confidentiality undertaking, disclosure of Confidential Information; the Parties are not restricted if disclosure of Confidential Information is required by applicable laws, SBP, valid court judgments or orders, government decrees or regulations, or the relevant rules” requirements of the relevant exchange, on which the relevant Party is listed or by prior written approval from the other Party, the receiving Party agrees to promptly notify the disclosing Party of the existence, terms and circumstances surrounding such 2 report so that the disclosing Party may seek an appropriate injunctive relief and/or protective order to safeguard the Confidential Information. If the receiving Party is compelled to disclose any of the Confidential Information, it will disclose only that portion thereof which it is, ‘compelled to be disclosed and shall use its best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to the Confidential Information so disclosed. Upon termination of this Agreement and/or any agreements executed in pursuance hereto, Neoron Energy Solutions ( Pvt ) Ltd. shall return and/or destroy all copies of Confidential Information available with them pertaining to JSBL and provide prootideclaration of such action. Where possible, the Parties shall immediately upon termination or upon written request, handed over to the other Confidential Information received. JSBL shall be entitled to retain such records as are required by law or regulatory directives. The obligations of confidentiality herein shall remain in full force and effect during the validity of this Agreement and for a period of ten (10) years thereafter, notwithstanding its termination and/or expiry thereof. Except as otherwise agreed, the Parties shall not publicly announce or advertise, disclose extemally, any information about the understanding of the Parties recorded under this Agreement or the terms hereof. The Parties will discuss separately, the timing, method and content of any public announcement of the business contemplated by the understanding of the Parties under this Agreement. TY: - If Neoron Energy Solutions ( Pyt ) Lid, breaches any of its legally binding obligations, warranties and/or cesponsibilities under this Agreement, Neoron Energy Solutions ( Pvt ) Ltd. shall reimburse JSBL, for any and all losses, of 1s 6.2 63 GZISBANK damages and expenses (including reasonable attorney fees}

    You might also like