Incoterms: the three letters that decide who pays when it goes wrong
Incoterms allocate cost, risk and customs duties between buyer and seller. Choosing one by habit is how companies end up insuring cargo they do not own.
A standby letter of credit is drawn only when something has gone wrong. That single difference changes how it is drafted, priced and diarised.
A standby letter of credit — an SBLC — is a bank undertaking to pay a beneficiary if the applicant fails to perform an obligation. Unlike a commercial letter of credit, it is not expected to be drawn: it sits behind the deal as security, and a draw means something has already gone wrong.
That expectation shapes everything. A commercial credit is a payment mechanism designed to be used once per shipment. A standby letter of credit is a promise held in reserve for months or years, and the risk is not discrepant documents at presentation but an instrument that quietly expires, auto-renews unnoticed, or secures an obligation nobody remembers agreeing to.
In each case the beneficiary wants a promise from a bank rather than from a counterparty, and the applicant accepts a fee and a restriction on its facilities in exchange for not tying up cash.
The heart of an SBLC is the statement the beneficiary must present to draw. It might be a simple demand, or a certificate declaring that the applicant has failed to perform, quoting the contract clause. The applicant wants that condition to be as specific as the beneficiary will accept; the beneficiary wants it simple enough to be usable without an argument.
Because banks examine only the presented statement, the drafting of that sentence is the whole negotiation. Everything else — amount, expiry, governing rules — is comparatively mechanical.
Watch the evergreen clause. Many standbys renew automatically unless the bank gives notice a set period before expiry — often 30, 60 or 90 days. Miss that notice window and the instrument, the fee and the facility usage roll for another full term.
The failure mode here is organisational, not legal: the instrument outlives the person who arranged it. Keeping the standby’s terms, its dates and the clause it secures in one document that the finance team actually reviews is what prevents it. Ettex Docs holds that record with its history, so a renewal decision is made from what the instrument says rather than from memory.
A standby letter of credit and a demand guarantee do much the same commercial job, and which one is used is largely a matter of market convention and the issuing bank’s home practice. The mechanics differ in the rules they are issued under and in some formal requirements, but for the applicant the practical questions are identical: what triggers a draw, how much, until when, and how does it get released.
Be sceptical of anything marketed as a tradable or leased SBLC promising access to funds. Legitimate standbys are issued by a bank at the request of a customer with a real underlying obligation, and are not investment instruments.
A commercial credit is the intended payment route and is drawn on every shipment. A standby is security and is drawn only if the applicant fails to perform. The documents required also differ: shipping documents versus a statement of default.
Typically an annual percentage of the face amount, varying with the applicant’s credit standing and tenor, plus issuance and amendment fees. It also consumes the applicant’s credit facility for its whole life.
Only with the beneficiary’s agreement, usually evidenced by returning the original or issuing a written release. The applicant cannot cancel unilaterally.
Standbys are commonly issued subject to ISP98 or, alternatively, to UCP 600. The instrument states which applies, and the choice affects presentation and notice mechanics.
Incoterms allocate cost, risk and customs duties between buyer and seller. Choosing one by habit is how companies end up insuring cargo they do not own.
A loan note is issued under an instrument, held by noteholders and recorded in a register. Treating it as a longer promissory note is where the problems start.
Freezing changes moves risk rather than removing it. Everything queued during the freeze ships together afterwards, which is the riskiest release of the year.