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Account Receivable Purchase Agreement Template for England and Wales

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Key Requirements PROMPT example:

Account Receivable Purchase Agreement

"I need an Account Receivable Purchase Agreement for my manufacturing company to sell £2.5M worth of trade receivables to Barclays Bank, with the sale to complete by March 2025 and including credit insurance provisions."

Document background
The Account Receivable Purchase Agreement is essential for businesses seeking to improve cash flow by monetizing their receivables. This agreement, governed by English and Welsh law, facilitates the sale of accounts receivable to financial institutions or factoring companies. It details the terms of purchase, pricing mechanisms, representations and warranties, and operational procedures. The document is particularly relevant in situations where companies need immediate access to working capital or wish to transfer credit risk. It must comply with UK financial services regulations and property law.
Suggested Sections

1. Parties: Identification of purchaser and seller of receivables, including full legal names and addresses

2. Background: Context of the agreement, basic commercial understanding, and purpose of the transaction

3. Definitions: Key terms used throughout the agreement including 'Receivables', 'Purchase Price', 'Cut-off Date', etc.

4. Sale and Purchase: Core provisions describing the sale and assignment of receivables

5. Purchase Price and Payment: Calculation method for purchase price, payment mechanics, and timing

6. Representations and Warranties: Standard warranties about receivables, authority to sell, and compliance with laws

7. Covenants: Ongoing obligations of both parties

8. Notice and Communication: Requirements for notification to debtors and communication between parties

9. Governing Law and Jurisdiction: Specification of applicable law and courts

Optional Sections

1. Security Provisions: Additional security arrangements when extra security is required beyond the assignment

2. Credit Insurance: Provisions relating to credit insurance arrangements when receivables are credit insured

3. Data Protection: Specific data protection obligations when personal data is involved in the receivables

4. Cross-Border Provisions: Additional provisions for international receivables when multiple jurisdictions are involved

Suggested Schedules

1. Schedule of Receivables: Detailed list of receivables being purchased

2. Form of Notice to Debtors: Template notice to be sent to debtors regarding the assignment

3. Pricing Schedule: Detailed pricing methodology and calculations

4. Eligibility Criteria: Criteria for receivables to be eligible for purchase

5. Operating Procedures: Day-to-day operational procedures for managing the receivables

6. Form of Assignment: Template legal assignment document

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Law of Property Act 1925: Primary legislation governing property rights and their transfer in England and Wales, relevant for the legal assignment of receivables

Contracts (Rights of Third Parties) Act 1999: Regulates how third parties may enforce terms of a contract, important for receivables relationships involving multiple parties

Sale of Goods Act 1979: Governs the sale of goods in commercial transactions, relevant when receivables arise from sale of goods

Supply of Goods and Services Act 1982: Regulates contracts for the supply of goods and services, applicable when receivables stem from service provision

Late Payment of Commercial Debts (Interest) Act 1998: Sets statutory framework for charging interest on late commercial payments

Financial Services and Markets Act 2000: Primary legislation for financial services regulation in the UK, including regulated activities related to receivables financing

Financial Services and Markets Act 2000 (Regulated Activities) Order 2001: Specifies which activities require FCA authorization, including certain receivables financing arrangements

Consumer Credit Act 1974: Regulates consumer credit arrangements, relevant if any receivables involve consumer debtors

Consumer Rights Act 2015: Protects consumer rights, must be considered if receivables involve consumer transactions

UK General Data Protection Regulation: Governs the processing of personal data, crucial for handling debtor information in receivables transactions

Data Protection Act 2018: UK's implementation of data protection requirements, supplementing the UK GDPR

Money Laundering Regulations 2017: Anti-money laundering requirements that may apply to receivables financing transactions

Proceeds of Crime Act 2002: Criminal law framework relevant to ensuring receivables are not linked to criminal activity

Insolvency Act 1986: Governs insolvency proceedings and affects rights to receivables if a party becomes insolvent

Enterprise Act 2002: Modified insolvency regime and introduced corporate rescue procedures affecting receivables rights

Assignment Law: Common law principles governing the assignment of rights, including receivables

Contract Law Principles: Common law principles governing formation and enforcement of contracts

Rome I Regulation (as retained in UK law): Post-Brexit rules determining applicable law in international contracts involving receivables

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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