Rules Of Granting Loans To Entrepreneurs And Other Organizational Units
Chapter I General Provisions
§ 1
1. „The Rules of Granting Loans to Entrepreneurs and Other Organizational Units at Nordea Bank Poland S.A.” (”Rules”) define the basic principles, forms and procedures according to which Nordea Bank Poland S.A. extends loans to entrepreneurs and other organizational units.
2. These Rules shall be binding on the parties unless the parties define their respective rights and obligations in the loan agreement otherwise.
§ 2
The following terms, as used in the Rules, shall be understood as follows:
1/ Bank – Nordea Bank Poland S.A.,
2/ Other organizational units – any organizational units not involved in any business activity (e.g. municipal legal persons, state institutions, civic organizations),
3/ Loan – the money the Bank gives to the Borrower for use on the terms and conditions and for the purpose defined in the relevant loan agreement,
4/ Borrower – an entrepreneur or another organizational unit to which the Bank has granted a loan,
5/ Bank’s Branch – an organizational unit or segment of the Bank, serving customers,
6/ Loan life – a period starting from the loan disbursement date and ending on the discharge date stated in the loan agreement,
7/ Legal security for the loan – a collateral securing the Bank’s receivable relating to a loan grated, accepted by the Bank in accordance of the rules set by the Bank in respect of legal securing for its receivables,
8/ Prolongation – the postponement of the due date for the whole or any part of a loan,
9/ Entrepreneur – a natural person, legal person or an unincorporated entity established under the commercial law which has embarked on and carries out business professionally and in its own name,
10/ Loan account – a set-aside account other than a current account, intended for the servicing of a loan, managed by an organizational unit of the Bank,
11/ Loan service account – a current account, auxiliary account or any other separate account set up and managed by the Bank for the purpose of servicing a loan,
12/ Table of Exchange Rates – “The table of Exchange Rates of Nordea Bank Poland S.A.” being in effect in the Bank when currency conversions are made,
13/ Table of Fees and Commission – “The Table of Fees and Commission charged by Nordea Bank Poland S.A. to Corporate Customers”, which is a list of fees and commission charged by the Bank in consideration of banking transactions made on corporate customers’ accounts,
14/ Payment date – the date when the loan service account is debited or the loan account credited, as the case may be regarding a revolving loan or a current account overdraft facility,
15/ Loan agreement – an agreement whereby the Bank undertakes to make available to a Borrower a certain amount of money for a period stated in the agreement and for a specific purpose, while the Borrower undertakes to use the money in pursuance of the terms and conditions stated in the agreement, to pay the loan back along with accrued interest on the set payment dates, to pay commission on the loan and any other dues accruing to the Bank in connection with the loan,
16/ Loan disbursement – making available to the Borrower of the amount of money stated in the loan agreement,
17/ Loan currency – the currency in which the loan was allocated,
18/ Foreign currencies – any of the currencies defined as convertible currencies by the President of the National Bank of Poland,
19/ Applicant – an entrepreneur or another organizational unit applying for a loan with the Bank,
20/ Creditworthiness – the Borrower’s financial capacity to pay back all the loans take and pay interest on the contractual payment dates.
Chapter II The Principles of Granting and Securing Loans
Part 1. The General Principles of Crediting
§ 3
1. Loans granted under these Rules may be:
1/ short-term loans, with the term of repayment of up to 1 year,
2/ medium-term loans with the term of repayment from 1 to 3 years,
3/ long-term loans with the term of repayment exceeding 3 years.
2. The Bank grants loans intended for financing current operations for periods up to 3 years.
3. An applicant can apply for loans:
1/ in the Polish currency (PLN),
2/ denominated or indexed by the exchange rate of a foreign currency,
3/ in a foreign currency.
4. A necessary condition for the Bank to grant a loan is that the Borrower must be creditworthy.
5. The Bank shall assess creditworthiness on the basis of documents referred to in § 4.1.
6. The Bank may grant a loan to a Borrower that is not creditworthy only if the Borrower is able to establish the legal security effectively and at the same time the Borrower presents a business rehabilitation programme the realization of which will, in the Bank’s opinion, enable the Borrower to regain creditworthiness in a set period of time.
7. The rule of subparagraph 6 does not apply to new customers of the Bank who have not taken out loans from the Bank before.
8. The fact that the Borrower is creditworthy shall not obligate the Bank to grant a loan.
9. The Bank may refuse a loan without giving reasons.
10. The granting of a loan may be conditional on the Borrower’s holding a current account with the Bank.
Part 2. Required Documents
§ 4
1. A loan Applicant shall submit the following to the Bank:
1/ A loan application on the form applicable at the Bank. The application must be signed by persons duly empowered to make declarations of will on behalf of the Borrower with regard to its property rights and obligations. It is possible to file a loan application through the electronic access channels (the Internet).
2/ Documents deemed by the Bank necessary for the purpose of assessment of creditworthiness, including documents illustrating the financial and economic standing of the Borrower. The number and type of documents as well as information provided by the Borrower in the loan application depends on the nature of its business, the history of business relations with the Bank, the type and amount of the facility required as well as the loan life.
3/ Documents pertaining to the proposed form of legal security, especially:
a) documents stating the proprietor,
b) insurance agreements,
c) documents defining the value of the security.
2. Whenever it is necessary for the purpose of assessment of the proposed security to have an appraisal made by an independent appraiser, such appraisal shall be commissioned by the Applicant at is own expense, after consulting the Bank. The Bank reserves the right to recommend an independent expert and to verify the appraisal presented by the expert, and in justified cases – to reject the appraisal entirely or in part.
3. When documents submitted are in a foreign language, the Applicant shall provide the Bank with a translation stamped by a sworn translator. If the Applicant fails to submit the required translation, the Bank shall have the right to charge the cost of translation arranged by itself to the Applicant.
4. The Bank reserves the right to verify the information stated in the loan application. The Bank may carry out appropriate examinations and inspection at the Applicant’s. What can be subject of examination and inspection are the company’s account books, financial, marketing and commercial documentation and any other documents, as well as the Applicant’s property status and the proposed security. Also, the Bank reserves the right to contact banks and other institutions to obtain any information that might contribute to the assessment of the Applicant’s standing.
5. The Bank always defines the documents and information to form the basis of assessment of creditworthiness on case by case basis.
Part 3. Legal Security of the Loan
§ 5
1.The form of legal security for a loan depends on the type of loan, the amount granted and the loan life. In particular, the Bank accepts the following forms of security:
1/ a mortgage on a property owned by the Borrower and/or a third party,
2/ the transfer of ownership of movable objects,
3/ a registered pledge,
4/ the transfer (assignment) of receivables or rights,
5/ a bank security deposit,
6/ a blank promissory note,
7/ a guarantee under the bill of exchange,
8/ a civil-law suretyship,
9/ any other security defined in the Civil Code.
2. All expenses relating to the establishment, maintenance and release of the legal security shall be borne by the Borrower.
3. Should the value of the security for the Bank’s receivable under a loan decrease considerably, the Borrower shall, when required by the Bank, establish additional loan security or repay an appropriate part of the outstanding loan, or require a reduction in the amount of the loan.
Part 4. Decision
§ 6
1. The Bank shall commence the processing of a loan application once the Applicant provides all the date and documents required by the Bank for the purpose of the correct assessment of the Applicant’s creditworthiness. Any delay in the provision of the information and document will result in the protraction of the processing of the application.
2. The Bank shall make a decision to grant or refuse a loan after the completion of the assessment of creditworthiness.
3. The Bank shall inform the Applicant about its decision regarding the requested loan and when the decision is positive, the Bank shall set the date of conclusion of the loan agreement.
Chapter III Interest Rate, Fees and Commission
Part 1. Interest Rate
§ 7
1. A loan will carry interest at:
1/ a fixed interest rate plus a margin for the Bank (this only concerns short-term loans),
2/ a floating interest rate plus a margin for the Bank.
2. As regards PLN loans, the floating interest rate is defined by the Bank on the basis of:
1/ the Bank’s base rate,
2/ the WIBOR rate for one-month, three-month or six-moth deposits.
3. As regards foreign currency loans as well as loans denominated or indexed by the exchange rate of a foreign currency, the floating rate shall be defined by the Bank on the basis of :
1/ the LIBOR rate for one-month, three-month or six-moth deposits in the case of loans in USD and CHF,
2/ the EURIBOR rate for one-month, three-month or six-moth deposits in the case of loans in EUR,
3/ the CIBOR rate for one-month, three-month or six-moth deposits in the case of loans in DKK,
4/ the STIBOR rate for one-month, three-month or six-moth deposits in the case of loans in SEK,
5/ the OIBOR rate for one-month, three-month or six-moth deposits in the case of loans in NOK.
4. A change in interest resulting from the change in any of the interest rates referred to in subparagraphs 2 and 3 shall not constitute a change in the loan agreement.
5. The Bank reserves the right to change the base rate during the period of the loan agreement.
6. The following factors determine changes in the Bank’s base rate:
1/ the rates of the National Bank of Poland set by the Monetary Policy Council,
2/ the interbank rates,
3/ the factors stipulated in § 10.6.
7. The Bank’s base rate is set by the President of the Bank’s Management Board.
8. The Bank shall advise the Borrowers about the current value of the Bank’s base rate in separate announcements available in the Bank’s Branches as well as the Bank’s website.
9. The WIBOR / LIBOR / EURIBOR / CIBOR / STIBOR / OIBOR shall change on the basis of the rates published on the „WIBOR” page of the Reuter’s service at 1100 Warsaw time.
10. The Bank’s margin may be changed by the Bank during the period of the loan agreement in situations defined in the loan agreement.
11. Factors determining a change in the Bank’s margin are:
1/ an extension of the loan life,
2/ a change in the loan amount,
3/ the Borrower’s financial standing.
§ 8
1. Interest on the outstanding part of the loan shall accrue in monthly, quarterly or other intervals as defined in the loan agreement and shall fall due for payment to the Bank within time frames stipulated in the loan agreement.
2. The Bank accrues interest for a period from the date the loan is drawn until and including the date preceding its discharge.
3. Unless otherwise provided for in the loan agreement, it is assumed for the purpose of interest accrual that a year consists of 365 days.
§ 9
1. A loan or any part of it not paid when due, including any loan instalments and interest not paid by the Borrower when due shall be treated by the Bank as past-due debt.
2. The bank shall charge interest for each day the overdue debt sustains at the interest rate applicable on past-due debt effective on a given date.
3. The interest rate on past-due debt is set by the President of the Bank’s Management Board in an Order.
4. The rate of interest on past-due debt is variable. The Bank shall notify the Borrower of any changes in the interest rate on past-due debt in specific announcements available in the Bank’s Branches and on the Bank’s website.
5. Factors influencing changes in the interest rate on past-due debt are:
1/ the rates of the National Bank of Poland set by the Monetary Policy Council,
2/ the interbank rates.
Part 2. Fees and Commission
§ 10
1. The Bank shall charge the following fees and commission on loans:
1/ a fee for acceptance of a loan application – an amount in PLN charged on the day when a loan application is filed;
2/ an arrangement fee calculated in relation to the amount of the loan granted at the rate stipulated in the loan agreement (the fee shall be paid no later than on the date of loan disbursement),
3/ commission on a loan promise calculated in relation to the loan amount, charged on the date of issuance of the loan promise, at the latest,
4/ commission on increasing the loan amount, calculated in relation to the amount by which the loan was increased; the commission shall be charged on the date of conclusion of an annexe to the loan amount, at the latest,
5/ a roll-over fee, calculated in relation to the amount rolled over; the fee shall be charged on the date of conclusion of an annexe to the loan amount, at the latest,
6/ a currency conversion fee – calculated in relation to the outstanding amount,
7/ a prepayment fee charged on the early repayment of the whole or a part of the loan, calculated in relation to the prepaid amount,
8/ a prolongation fee calculated in relation to the outstanding amount,
9/ a fee for amending the conditions of the agreement – charged if an annexe to the loan agreement is made (by written request of the Borrower), calculated in relation top the allocated loan amount or the outstanding amount.
2. The rates of fees and commission charged to the Borrower is determined on the basis of the Table of Fees and Commission.
3. The Bank may charge other fees and commission in accordance with the Table of Fees and Commission effective in the Bank.
4. The Table of Fees and Commission is available at the Bank’s Branches or the Bank’s website.
5. The rates of fees and commission are liable to change. No such change shall constitute a change in the loan agreement.
6. A change in the rates of fees and commission may be based on:
1/ a change in the prices prevailing on the interbank market,
2/ the Bank’s financing policy,
3/ the costs paid to external institutions providing services to the Bank with regard to banking transactions,
4/ a change in a law and the form of services rendered to the extent the change affects the realization of the provisions of the loan agreement.
7. As regards loans granted by the Bank in foreign currencies, fees and commission may be charged in the contractual currency or in PLN as the equivalent of the amounts expressed in the foreign currency as converted according to the Table of Exchange Rates.
8. No fee or commission shall be subject to refund should the Borrower fail to use the granted loan.
Chapter IV The use and repayment of the loan
Part 1. The Use of Loan
§ 11
1. A loan shall be disbursed after:
1/ the Borrower has signed the loan agreement and security agreements,
2/ the Borrower has satisfied the conditions stipulated in the loan agreement.
2. The Borrower’s failure to sign the loan agreement on the agreed date shall be interpreted by the Bank as the resignation from the conclusion of the agreement. The Borrower’s resignation from entering into the loan agreement shall not release it from the obligation to pay the fee for the loan application and the arrangement fee.
3. The Bank shall refrain from entering into agreement and refuse to disburse the loan if:
1/ the Borrower has failed to pay the commission and all other fees stipulated in the Loan agreement and other agreements entered into with the Bank,
2/ prior to the loan disbursement, the Borrower has become subject to bankruptcy, composition or liquidation proceedings or the Bank becomes aware of circumstances unknown to it upon signing the Loan Agreement which put the punctual discharge of the loan at risk ,
3/ the Borrower fails to draw the loan within the time stated in the Loan Agreement,
4/ the Borrower fails to sign the loan repayment schedule generated after every change in the repayment conditions.
4. Renouncement of the agreement shall not release the Borrower from the obligation to pay the arrangement fee and if such fee has been paid, it does not entitle the Borrower to claim its refund.
§ 12
1. The Borrower shall use the money under the loan in the manner and for the purpose defined in the loan agreement.
2. Failure to use the loan or a part of it within the time stated in the loan agreement shall mean that the Borrower has given up the part of the loan on question unless otherwise provided for in the loan agreement.
3. Money shall be advanced under the loan in the manner defined in the loan agreement.
Part 2. Loan Repayment
§ 13
1. All amounts drawn shall be paid back along with accrued interest on such payment dates, in such amounts and according to the rules as have been set out in the loan agreement.
2. A loan shall be paid back by way of debiting the loan service account stated in the loan agreement, on the date defined in the loan agreement as the payment date, subject to the provision of subparagraph 4.
3. The Borrower shall ensure that on the due date for payment there are sufficient funds on the loan service account to repay the loan in compliance with the contractual conditions.
4. If on the due date for payment there are not sufficient funds on the loan service account to cover the amounts referred to in subparagraph 2, the Bank shall apply the balance of that account towards repayment of the loan and the remainder shall be treated as overdue debt.
5. In the case of an overdraft facility or a revolving loan, the loan is paid back on each occasion the current account or the loan account, as appropriate, is credited.
6. If the payment date for the whole loan or any part of it or an interest payment date falls on a statutory holiday, then the payment shall be effected on the nearest business day following the original due date, except for the overdraft facility and the revolving loan, in whose case the payment shall be made on the last business day preceding the due date.
7. Prepayment of the loan before the due dates stipulated in the loan agreement shall require amending the repayment schedule and signing a relevant annexe to the loan agreement unless otherwise provided for in the loan agreement itself.
8. The discharge of the whole drawn amount of the loan and the accrued interest and commission shall be tantamount to the expiry of the loan agreement irrespective of who the loan and the accrued interest and commission has been discharged by, and irrespective of the procedure and time of the discharge, unless otherwise provided for in the loan agreement.
Chapter V Termination of the Loan Agreement and Satisfaction of the Bank’s Claims
§ 14
1. The Bank has the right to suspend advances of the loan entirely or partly and require that the loan be paid back within 30 days of the serving of the notice of termination given by the Bank or to require additional if:
1/ the punctual repayment of the loan is at risk owing to bad financial standing of the Borrower,
2/ the Borrower has become insolvent irrespective of the circumstances giving rise to it,
3/ the Borrower has failed to comply with any material conditions of the loan agreement, especially if the loan has not been repaid and any interest or commission paid on time or the loan has been used for other purposes than the ones defined in the loan agreement,
4/ the value of the security of the Bank’s receivable relating to the loan has decreased,
5/ any other event has occurred which in the Bank’s opinion might significantly affect the Borrower’s capacity to fulfil its obligations under the agreement,
6/ any information or documents presented to the Bank and constituting the basis for granting the loan or documents produced during the loan life turn out to be untrue, unreliable or false in any material respect,
7/ the Borrower has lost any consent, permit, licence or concession required of it to carry out its business.
2. If the Borrower is at risk of bankruptcy, the Bank shall have the right to terminate the loan agreement and call it in within 7 days of the date of serving of the notice of termination of the loan agreement given by the Bank.
3. The Bank shall notify the Borrower and the guarantors of the termination of the loan agreement by registered mail.
4. If the Bank terminates the loan agreement, the Borrower may not require the Bank to make available to it any unused part of the loan.
5. In the period of notice of termination, the Bank shall not give any new loans to the Borrower nor shall it increase the outstanding amount of any existing loans over the balance sustaining on the date of termination of the loan agreement.
§ 15
1. The Borrower may terminate the loan agreement at any time, subject to notice given to the Bank 30 days prior.
2. On the next day after the lapse of the period of notice, all obligations under the loan agreement shall become due and the Borrower shall pay the outstanding loan with interest and all other dues.
§ 16
1. If the Borrower fails to pay the whole outstanding loan amount or any part thereof, any interest and commission or any such dues on the payment dates stipulated in the loan agreement, the Bank shall have the right to satisfy its claims against the whole of the Borrower’s property and security held, including the right to enforce all past-due debt as well as accrued interest and commission by debiting the loan service account without a prior instruction from the Borrower and before any other payments except for execution titles.
2. All monies recovered or enforced by the Bank seeking satisfaction of the obligations connected with the taking out, repaying and servicing the loan shall be applied in the following order:
1/ court fees and cost of debt collection,
2/ fees and commission,
3/ the payment of interest accruing at the rate applicable to past-due debt and called-in loans,
4/ past-due interest,
5/ current interest,
6/ the past-due principal amount of the loan or any amount exceeding the allocated credit limit,
7/ the loan principal.
3. If, when seeking satisfaction of its claims against the security held, the Bank obtains an amount that is:
1/ equal to the Bank’s claim relating to any outstanding amount not paid when due along with all interest, commission and all other amounts accruing to the Bank, the Borrower’s obligations under the loan agreement shall expire,
2/ lower than any outstanding amount not paid when due along with all interest, commission and all other amounts accruing to the Bank, the Bank shall seek payment of the balance by the Borrower and all other obliged parties,
3/ higher than the Bank’s claim relating to any outstanding amount not paid when due along with all interest, commission and all other amounts accruing to the Bank, the Borrower’s obligations under the loan agreement shall expire and the Bank shall return the surplus amount to Borrower.
4. The final settlement with the Borrower concerning the loan, interest and all other cost and the return or release of the security takes place after the loan is fully discharged.
Chapter VI Rights and Obligations of the Parties
§ 17
1. The Borrower shall:
1/ furnish, at least on a quarterly basis, financial statements made in pursuance of standards set out by the Central Statistical Office, and on an annual basis a full financial statement audited by an auditor complete with an audit report. If the Borrower is a part of a capital group, on the Bank's request he shall submit the group's consolidated financial statement in a form as required by the Bank.
2/ immediately notify the Bank about any changes in the legal status, changes in the management board's line-up, scope and type of operated business, location, business name and other decisions and circumstances which may affect the Borrower's business, in particular where these concern loans and guarantees extended by other banks and security interest taken in the borrower's assets.
3/ immediately notify the Bank about any important share/stock-holding or ownership changes.
4/ allow Bank's employees to conduct inspection at his registered seat and other places of business and premises (real estate) put up as collateral for a loan with a view to assessing the Borrower's economic and financial situation and the condition of security for the loan.
5/ submit to the Bank throughout the crediting period insurance policies, renewed for consecutive periods, for assets put up as security for loans extended to the borrower by the Bank.
2. The Bank reserves the right to terminate the loan agreement in the event that the Borrower fails to fulfil any of the obligations enumerated in subparagraph 1.
§ 18
1. The Borrower may request that the loan agreement be amended, and in particular:
1/ that the loan be rolled over for another period,
2/ that the loan amount be raised,
3/ that the payment date for the whole or a part of the loan be postponed,
4/ that the loan currency be changed.
2. Changes referred to in subparagraph 1 may be made when:
1/ the Bank considers the Borrower to be sufficiently creditworthy,
2/ an annexe to the loan agreement has been signed,
3/ the Borrower has met the conditions stipulated in the annexe to the loan agreement.
Chapter VII Final Provisions
§ 19
1. The loan agreement may be terminated, supplemented or amended by way of a written instrument, under pain of nullity.
2. Whenever in the loan agreement to reference is made to days and it is not clearly stated that business days are meant, it shall be assumed that what is meant are calendar days.
3. Any matter not provided for in these Rules and the loan agreement shall be subject to the generally applicable laws.
§ 20
1. These Rules constitute an attachment to the loan agreement and shall form an integral part thereof.
2. The Bank reserves the right to amend the Rules in connection with any changes in the organization of the Bank or changes in the market situation.
3. To amend these Rules shall not require termination of the loan agreement.
4. The Bank shall inform the Borrower about any and all changes in these Riles by mail. The amendments shall also be available at the Bank’s branches.
5. If within 14 days of the receipt of the notice of amendments in the Rules, the Borrower does not express its objection, it shall be construed as the Borrower’s consent to the changes. The notice shall be deemed as served on the lapse of 14 days of the dispatch.
6. If the Borrower does not accept the altered conditions of the Regulations, this shall be tantamount to the termination of the loan agreement.