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船舶建造合同应尽可能在合同及预付款还款保函中加入“债权债务发生变更后保证人仍继续承担保证责任”的条款,以有效控制保函风险。近年来,我国造船企业在经营中因融资需求经常开立各种保函,其中潜在的风险值得关注与防范。例如预付款还款保函,对于船舶建造合同双方而言,无论合同中是否加有“anti-discharge”条款(债权债务发生变更后,保证人仍继续承担保证责任),只要船舶建造合同发生变更,即便是看似细小的变更,也应事先通知船厂银行并获得其书面同意;如变更已经发生,且未获得船厂银行同意,则需立即联系船厂银行,争取其追认。
As far as possible, the contract for the construction of ships and the prepayment repayment letter of guarantee shall include the clause “the guarantor shall continue to assume the responsibility of guarantee after the change of the credit and debts” so as to effectively control the risk of the guarantee. In recent years, China’s shipbuilding enterprises often open a variety of letters of guarantee due to financing needs in their operations, of which the potential risks deserve attention and precautions. For example, in the case of both parties to the shipbuilding contract, regardless of whether there is an “anti-discharge” clause in the contract (the guarantor will continue to bear the guaranty liability after the debt has been changed), as long as the shipbuilding contract is changed , Even seemingly minor changes should also be notified in advance to the shipyard bank and obtain its written consent; if the change has taken place, and did not get the consent of the shipyard bank, you need to immediately contact the shipyard bank for their ratification.