1、Chapter4 Credit InstrumentsContentsBills of ExchangePromissory noteCheque Q1:How to use negotiable instruments to solve the payments conveniently?B CompanyA CompanyC CompanyD Company4.1 Bills of Exchange1. Definition of a bill of exchange2. 3. Contents of a bill of exchange4. Parties to a bill of ex

2、change5. Classification of bills of exchange6. 7. Acts relating to a bill of exchange8. 9. The Roles and Advantages of a Bill of Exchange4.1.1 Definitionv section 3, bill of exchange act, 1882,UK A Bill of exchange is an unconditional order in writing, addressed by one person to another, signed by t

3、he person giving it, requiring the person to whom it is addressed to pay on demand or at a fixed or determinable future time a sum certain in money or to the order of a specified person or to bearer.4.1.2 Contents of a bill of exchangeExchange for US $ 35,000.00 Shanghai, April 2, 2007At 60 days sig

4、ht, pay to the order of the Bank of China,Beijing the sum of US Dollars Thirty-five Thousand only.To: The CitibankNew York, U.S.A. For: China National Chemicals Import & Export Corporation, S.B. SignatureRequisite itemsRelatively necessary itemsItems at willRequisite itemsv 1.表明“匯票”的字樣。日內(nèi)瓦統(tǒng)一票據(jù)法要

5、求注明，英國票據(jù)法英國票據(jù)法無此要求無此要求。實(shí)務(wù)中一般要求。BILL OF EXCHANGE,EXCHANGE,DRAFTv 2.無條件支付命令。An UNCONDITIONAL ORDER in writing. P.20-21v 3.確定的金額。A sum certain in money. P.21v 4.出票日期。DATE OF ISSUE英美法系認(rèn)為此項(xiàng)非必要英美法系認(rèn)為此項(xiàng)非必要項(xiàng)目。項(xiàng)目。v 5.受票人名稱。NAME OF DRAWEE,ADDRESSEE英英國票據(jù)法國票據(jù)法允許匯票開給兩個付款人，但是不允許兩個付允許匯票開給兩個付款人，但是不允許兩個付款人任擇其一款人任擇其一

6、。v 6.收款人名稱，即匯票抬頭。NAME OF PAYEE有三種寫法： （1）限制性抬頭RESTRICATIVE ORDER PAY TO C COMPANY ONLY PAY TO C COMPANY, NOT TRANSFERABLE PAY TO C COMPANY, NOT NEGOTIABLE （2）指示性抬頭DEMONSTRATIVE ORDER PAY TO THE ORDER OF C COMPANY ONLY PAY TO THE ORDER OF C COMPANY PAY TO C COMPANY OR ORDER （3）來人抬頭，BEARER ORDER我國不允許做成

7、來人我國不允許做成來人抬頭。抬頭。 PAY TO BEARER PAY TO C COMPANY OR BEARER 7出票人簽章。DRAWERSIGNATURE 對己匯票：受票人受票人(付款人付款人)和出票人和出票人為同一個當(dāng)事人（英美法系承認(rèn)，而其他有些國家視為本票）；DRAWEEDRAWERPAYEE 指己匯票：出票人和收款人出票人和收款人為同一個當(dāng)事人（各國法律都承認(rèn)，轉(zhuǎn)讓時由出票人背書）。PAYEEDRAWERDRAWEERelatively necessary items1.付款日期TENOR 即期付款表示方法v AT SIGHT PAY TO THE ORDER OF v ON

8、DEMAND PAY TO THE ORDER OF v ON PRESENTATION PAY TO THE ORDER OF 遠(yuǎn)期付款表示法v PAYABLE ON A FIXED FUTURE DATE(ON 20 AUG.2006 PAY TO THE ORDER OF)v PAYABLE AT A FIXED TIME AFTER DATE(AT 30 DAYS AFTER DATE PAY TO THE ORDER OF) v PAYABLE AT A FIXED TIME AFTER SIGHT(AT 30 DAYS AFTER SIGHT PAY TO THE ORDER OF

9、)v PAYBLE AT A FIXED TIME AFTER THE HAPPENING OF A SPECIFIED EVENT(AT 30 DAYS AFTER BILL OF LADING DATE PAY TO THE ORDER OF)2.出票地PLACE OF ISSUE3.付款地PLACE OF PAYMENTItems at will利息、利率及匯率利息、利率及匯率（interest ，interest and exchange rate）提示期限（提示期限（Limit of time for presentation）出票依據(jù)（出票依據(jù)（Drawn Clause）e.g.

10、Drawn under the XYZ bank L/C NO.12345 dated *.免作拒付通知或放棄拒絕證書（免作拒付通知或放棄拒絕證書（Notice of Dishonor Excused or Protest Waived） e.g. Notice of Dishonor Excused For B company (signed)付一不付二（付一不付二（e.g.Second of the same tenor and date unpaid ）預(yù)備付款人（預(yù)備付款人（Referee in case of need）e.g. TO: C COMPANY IN CASE OF NE

11、ED REFER TO ABC COMPANY,129BUFFEE STREET,LONDON無追索權(quán)（無追索權(quán)（Without recourse）e.g. WITHOUT RECOURSE TO US FOR B COMPANY (SIGNED)4.1.3 Parties to a bill of exchange 出票人DRAWER匯票進(jìn)入流通領(lǐng)域前 付款人 DRAWEE 基本當(dāng)事人 收款人 PAYEE 背書人 ENDORSER 被背書人 ENDORSEE匯票進(jìn)入流通領(lǐng)域后 保證人 GUARANTOR 一般當(dāng)事人 參加承兌人ACCEPT FOR HONOR 持票人 HOLDER4.1.4

12、Classification of a bill of exchangev According to the tenor Demand draft/ sight draft Time/ usance draftv According to whether commercial documents are attached thereto (1) Clean bill: It is a bill without shipping documents attached thereto (2)Documentary bill: It is a bill with shipping documents

13、 attached thereto.v According to the acceptor: Bankers acceptance; traders acceptancev According to the drawer (1)bankers draft or bank draft: It is a draft drawn by a bank on another bank. (2)Trade bill : it is a bill issued by a trader on another trader or on a bank.samples4.1.5 Acts relating to a

14、 bill of exchangev 出票出票DRAW,ISSUE v 背書背書ENDORSEMENT v 提示提示PRESENTATION v 承兌承兌ACCEPTANCEv 付款付款Paymentv 拒付拒付Dishonor v 追索追索Recourse v 保證保證Guarantee v 拒絕證明拒絕證明PROTESTv 貼現(xiàn)貼現(xiàn)DISCOUNTING（一）出票DRAW,ISSUEComprises : 1）to draw and sign a bill; 2）to deliver it to the payee According to the negotiable instrumen

15、t law： The bill should be complete in form stipulated by the negotiable instrument law in the place of issue； By drawing a bill,the drawer engages that on due presentment the bill will be accepted and paid and that, if dishonored, he will compensate the holder。 payeepayerdrawer（二）背書ENDORSEMENTv The

16、payee or holder signs on the back of the bill and delivers it to the endorsee.v A valid endorsement should be an endorsement of the entire bill;v By endorsing an instrument,the endorser guarantee that on due presentment the bill shall be accepted and paid as specified.Notes:endorseeendorser date B A

17、First endorsement C BSecond endorsementDC Third endorsement E DFourth endorsementnTypes:n完全背書SPECIAL ENDORSEMENT It is an endorsement that specifies an endorsee to whom or to whose order the draft is to be paid, in addition to the signature of an endorser. PAY TO THE ORDER OF D COMPANY FOR C COMPANY

18、 SIGNED n空白背書BLANK ENDORSEMENT It is an endorsement that shows an endorsers signature only and specifies no endorsee. It is also called a general endorsement.A draft so endorsed becomes payable to bearer. FOR C COMPANY SIGNED n限制性背書RESTRICTIVE ENDORSEMENT An endorsement is restrictive when it prohib

19、its further transfer of the draft. PAY TO D COMPANY ONLY FOR C COMPANY SIGNED PAY TO D COMPANY NOT TO ORDER FOR C COMPANY SIGNED n附有條件的背書CONDITIONAL ENDORSEMENT It is a special endorsement adding some words thereto that creates a condition bound to be met before the special endorsee is entitled to r

20、eceive payment. The endorser is liable only if the condition is fulfilled. PAY TO THE ORDER OF D COMPANY ON DELIVERY OF BILL OF LADING NO.123 FOR C COMPANY SIGNED n委托收款的背書ENDORSEMENT FOR COLLECTION FOR COLLECTION PAY TO THE ORDER OF BANK OF CHINA,SHANGHAI PAY TO THE ORDER OF BANK OF CHINA,SHANGHAI F

21、OR DEPOSIT PAY TO THE ORDER OF BANK OF CHINA,SHANGHAI VALUE IN COLLECTIONn設(shè)質(zhì)背書ENDORSEMENT IN PLEDGEn回頭背書REVERSE ENDORSEMENT（三）提示PRESENTATIONv Typespresentation for acceptance: a usance draft presentation for payment: a sight/ usance draftOccasions on which bills must be presented for acceptance(1) T

22、ime bill after sight (2) Time bill after date (3) A time bill stipulates that it must be presented for acceptance (4) A time bill, payable at a place other than that of the drawee Presentation must be made within the reasonable time. （四）承兌ACCEPTANCE Acceptance of a draft is a signification by the dr

23、awee of his assent to the order given by the drawer .He engages, by signing his name across the face of the bill that he will pay when it falls due. So presentment for acceptance is legally necessary to fix the maturity date of a draft payable after sight.1.承兌的性質(zhì)和習(xí)慣做法 Valid acceptance requires:v 1)

24、the word “accepted” must be written on the bill to be followed by the signature of the acceptor and the date of acceptance. A mere signature of the acceptor without additional words is also justified. v 2) It ought not to be expressed that the drawee will carry out his promise by any other means tha

25、n the payment of money. 2.承兌的種類 Acceptance can be classified into general acceptance (一般性承兌)and qualified acceptance(限制性承兌). （1）一般性承兌general acceptance General acceptance is an acceptance by which the drawee confirms the order given by the drawer without any qualification. ACCEPTED 13th ,July, 2006

26、For C company (signed)（2）保留性或限制性承兌qualified acceptance A qualified acceptance is an acceptance by which the drawee accepts the bill with conditions. 有條件的承兌Conditional acceptance Payment to be made by the acceptor depends on the fulfillment of some conditions. ACCEPTED 13th ,July, 2006 Payable on del

27、ivery of bills of lading For C company (signed) 部分承兌Partial acceptance By which the acceptor will pay only part of the bill amount stated thereon. ACCEPTED 13th,July, 2006 Payable for amount of 500 only For C company (signed) 限制地點(diǎn)承兌Local acceptance The payment will be made only at a particular place

28、 specified by the acceptor ACCEPTED 13th ,July, 2006 payable at the bank of Europe, London and there only For C company (signed) 延長付款時間的承兌Qualified Acceptance as to time The payment will be changed in comparison with the tenor stated in the original bill, it could be deferred or ahead of time. ACCEP

29、TED 13th,July, 2006 Payable at ninety days after sight For C company (signed)v Financing transactions using acceptances Foreign buyers may indicate that they wish to provide a time documentary credit (rather than a sight documentary credit) but agree either to allow the seller to up the sales price

30、slightly so as to offset the acceptance commission and discount costs or to absorb the acceptance commission and discount charges the bank will apply when discounting the draft at the request of the seller. In either case, the buyer and the buyers bank will absorb the charges involved, and the selle

31、r will receive the full contract sales amount. Since the charges are usually lower than conventional financing charges, the buyer is still better off than if financing had been obtained through a bank loan.（五）付款Payment Act of payment is performed when a bill of exchange is paid. A bill is discharged

32、 by payment in due course only when such payment is made by or on behalf of the drawee or the acceptor （六）拒付Dishonor “Honor” the process in which the drawee effects payment or acceptance when a bill is presented to him for payment or for acceptance. “Dishonor” Act of dishonor is a failure or refusal

33、 to make acceptance on or payment of a draft when presented. Dishonor by non-acceptance(拒絕承兌) Dishonor by non-payment(拒絕付款) （七）追索Recoursev In the event of a draft being dishonored, the holder in due course can sue every person who signed the draft prior to him. v Qualifications to exert and preserve

34、 the right of recourse:l Completeness in form of the draftl Presenting for acceptance and payment on the due timel Notice of dishonor拒付通知拒付通知 p.37 an advising act taken by the holder to all endorsers about the dishonor in writing or in words l Protest拒絕證書拒絕證書 made by notarization agency v Recourse p

35、rocedure for dishonor by non-acceptanceDrawer APayee Bg i v e t h e noticeEndorsers C , D , E , each gives n o t i c e i n turnHolder Fgives the noticeAcceptor Hdishonors the bill If any party in the chain writes “without recourse” on the draft when the draft is transferred to him, he is discharged

36、from the liability and the party concerned has no right of recourse against him. （八）保證Guarantee Act of guarantee is performed by a third party called guarantor, who engages that the bill will be paid on presentation if it is a sight bill or accepted on presentation and paid at maturity if it is a ti

37、me bill.Notes: 1）the guarantor stands for a debtor such as drawer, endorser,or acceptor and assumes his indebtedness to the holder2）when the guarantor is compelled to pay, his right of recourse arises against the guaranteed and all the prior parties of the guaranteed.v PAYMENT GUARANTEED For account

38、 of _ Signed by_ Dated on_v GOOD AS AVAL For account of _ Signed by _ Dated on_v PER AVAL Given by_ Signed by_ Dated on _（九）拒絕證明拒絕證明PROTEST a formal legal procedure, which goes some way towards protecting the sellers rights: After a bill is dishonored and a notice of dishonor is given, the holder ma

39、y hand the bill again to a notary party who will present it again to the drawee so as to obtain a legal proof of the act of dishonor. If it is dishonored again, the notary party then will draw a protest (which is an official certificate that evidences the dishonor and states why the protest is made)

40、 and return it to the holder together with the bill, against which the holder may exercise his right of recourse against the prior parties.HolderAcceptor/Payerpresentationdishonored draftpresentationdishonoredprotest(十十)貼現(xiàn)貼現(xiàn)DISCOUNTINGv Discounting is to sell a time bill already accepted by the draw

41、ee but not yet fallen due to a financial institution at a price less than its face value.v Calculating formula： D=Vtd/360 N= V- D D:discount interest V:face value t:tenor d:discounting rate(n% p.a.) N:net proceedsv Creditworthiness: Standing of the drawer and the acceptor Drawn clause showing the re

42、ason for issuing the draftExercisesv 1.The issue of a draft A draft for USD 100,000.00 is drawn by The American Exporter Co.,Ltd, Tampa, Florida, U.S.A on the French Issuing Bank, Paris, France payable at 60 days after sight to the order of ourselves dated 15 May., 2006 marked “Drawn under The Frenc

43、h Issuing Bank,Paris, France L/C No.12345 dated 25 Feb., 2006.”v 2.A draft indicates that “at 10 days from 11 may, 2006 pay to the order of A company”, the maturity of the draft falls on _ v 3. Amount and net proceeds. A draft is partly shown as follows: Exchange for USD1,000.00 New York, 23 May 200

44、6 At 60 days after B/L date 23/ May/2006 pay to the order of ourselves the sum of US dollars one thousand only. Suppose the accepted draft was discounted on 23 may, 2006 by the collecting bank, Bank of Asia, London at the rate of 9% per annum. A year contains 365 basic days.Please calculate discount

45、.4.2 Promissory notev Definition of a promissory notev Characteristics of a promissory notev Contents of a promissory notev Classification of promissory notev Liabilities of the Parties 4.2.1 Definition of promissory notevUK Bills of Exchange Act of 1882, Article 83 A promissory note is an unconditi

46、onal promise in writing made by one person to another, signed by the maker, engaging to pay on demand or at a fixed or determinable future time a sum certain in money to or to the order of a specified person or to bearer. 4.2.2 Characteristics of promissory notev (1) It is an unconditional promise i

47、n writing v (2)The basic parties to a promissory note are the maker and the payee v (3) There is no need to accept the instrument if it is payable at a fixed or determinable future time v (4)Promissory notes can be made by commercial firms or bankers v (5) Promissory notes other than those issued by

48、 bankers are not very widely used in modern commercial transactions 4.2.3 Contents of promissory note 日內(nèi)瓦統(tǒng)一票據(jù)法日內(nèi)瓦統(tǒng)一票據(jù)法 Geneva Uniform Bill Act Essentials to a promissory note 1.表明表明“本票本票”字樣字樣 The words “promissory note” clearly indicated. 2.無條件的支付承諾無條件的支付承諾An unconditional promise to pay 3.付款日期付款日期P

49、eriod of payment 4.付款地付款地Place of payment 5.收款人或者指定人的名稱收款人或者指定人的名稱Name of the payee or his order 6.出票日以及出票地點(diǎn)出票日以及出票地點(diǎn)Place and date of issue 7.出票人的簽章出票人的簽章makers signature 我國我國票據(jù)法票據(jù)法：v付款地和出票地付款地和出票地-相對必要事項(xiàng)，相對必要事項(xiàng)，v付款期限付款期限-見票即付，見票即付，v確定的金額確定的金額-絕對必要事項(xiàng)。絕對必要事項(xiàng)。4.2.4 Classification of Promissory Notev

50、According to the tenorSight /Term promissory notev According to the makercommercial /bankers promissory note v International Money Order國際匯票國際匯票 v Treasury Bill短期國庫券短期國庫券 4.2.5 Liabilities of the Parties(1) Maker the principal debtor. Engaging to pay the promissory note within the tenor. (2) Endorse

51、r A promissory note can be endorsed in the same way as a bill of exchange or check. The endorser is liable to pay the promissory note or compensate the holder for non-payment provided that the necessary proceedings in dishonor have been taken.4.3 Checkv Definition of a Checkv Contents of a Checkv Fe

52、atures of a checkv Parties to a checkv Classification of Check 4.3.1 Definition of a checkBills of Exchange Act, 1882 of the United Kingdom A check is an unconditional order in writing addressed by the customer (the drawer)to a bank (the drawee )signed by that customer，authorizing the bank to pay on

53、 demand a sum certain in money to or to the order of a specified person or to bearer (the payee). Briefly speaking, a cheque is a bill of exchange drawn on a bank payable on demand.Check for USD16000.0 New York, May 1,2007Pay to the order of John Smith the sum of sixteen thousand US Dollars only.To:

54、 Bank of China, Beijing China For China National Art & Craft Import & Export Corp. Signature 4.3.2 Contents of a Check支票的必要項(xiàng)目支票的必要項(xiàng)目-日內(nèi)瓦統(tǒng)一票據(jù)法日內(nèi)瓦統(tǒng)一票據(jù)法 1.表明表明“支票支票”的字樣的字樣The word “check” clearly indicated. 2.無條件一定金額的委托，我國要求無條件一定金額的委托，我國要求“確定的確定的金額金額” An unconditional order in writing. 3.付款人名稱付

55、款人名稱Name of the paying bank. 4.付款地付款地Address of the paying bank. 5.出票日期與出票地出票日期與出票地Place and date of issue. 6.出票人簽章出票人簽章Drawers signature.4.3.3 Features of a check(1) A check must be unconditional.(2) A check must be drawn on a bank.(3) A sum certain in money must be written on a check, which should

56、 be signed by the drawer.(4) The date of payment of a check is not essential in that it can be antedated, post-dated or dated on a non-business day.(5) The payee may be bearer, a specified person or his order.4.3.4 Parties to a check(1) The drawer. The person who makes out the check and keeps an account current in the paying bank. (2) The drawee. The banker on whom the check is drawn and to whom the order to pay is given. He is the banker with which the drawer maintains an account.(3) The collecting bank. The payees bank