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Accounts Receivable Purchase Agreement Template for England and Wales

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Key Requirements PROMPT example:

Accounts Receivable Purchase Agreement

"I need an Accounts Receivable Purchase Agreement for my manufacturing company to sell £5 million worth of trade receivables to Deutsche Bank, with monthly purchases starting from March 2025 and including credit insurance provisions."

Document background
The Accounts Receivable Purchase Agreement is utilized when a business wishes to sell its accounts receivable to improve cash flow or transfer credit risk. This document, governed by English and Welsh law, sets out the framework for recurring purchases of receivables, including eligibility criteria, purchase price calculations, and risk allocation between parties. It's commonly used in factoring, supply chain finance, and trade finance arrangements, providing businesses with working capital solutions while giving purchasers access to short-term, self-liquidating assets.
Suggested Sections

1. Parties: Identification of seller and purchaser of receivables

2. Background: Context of the transaction and business relationship

3. Definitions: Key terms used throughout the agreement including Eligible Receivables, Purchase Price, and Collection Period

4. Purchase and Sale: Core terms of the receivables purchase including transfer mechanism and true sale provisions

5. Purchase Price and Payment: Pricing mechanism, payment terms, and any discount or factoring fee arrangements

6. Representations and Warranties: Seller's assertions about receivables quality, ownership, and absence of encumbrances

7. Covenants: Ongoing obligations including reporting, notice requirements, and maintenance of records

8. Events of Default: Circumstances constituting default and corresponding remedies

9. Term and Termination: Duration of agreement and termination provisions

10. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction

Optional Sections

1. Security Interest: Additional security arrangements when enhanced protection is required

2. Credit Insurance: Insurance arrangements for receivables when applicable

3. Collection Account Arrangements: Special arrangements for collecting payments through dedicated accounts

4. Servicing Provisions: Terms for ongoing servicing of receivables if seller continues collection

5. Data Protection: Specific provisions for handling personal data under UK GDPR when relevant

Suggested Schedules

1. Schedule of Receivables: Detailed list of receivables being purchased including debtor details and amounts

2. Eligibility Criteria: Specific criteria that receivables must meet to be eligible for purchase

3. Form of Purchase Notice: Template for formal notification of receivables to be purchased

4. Form of Assignment: Template for legal assignment documentation

5. Debtor Notification Template: Standard form for notifying debtors of the assignment

6. Calculation of Purchase Price: Detailed methodology for calculating purchase price including any discounts

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

Relevant legal definitions








































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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Law of Property Act 1925: Key legislation governing the assignment of choses in action, which is fundamental for transferring receivables

Sale of Goods Act 1979: Legislation governing the transfer of property rights, relevant for the sale aspect of receivables

Bills of Sale Acts 1878 and 1882: Historical legislation still relevant when dealing with security interests in receivables transactions

Contracts (Rights of Third Parties) Act 1999: Governs how third parties may acquire rights under contracts, relevant for receivables involving multiple parties

Financial Services and Markets Act 2000: Primary financial services regulation, particularly important if the purchaser is a financial institution

Consumer Credit Act 1974: Crucial legislation when any of the receivables involve consumer debt or consumer credit arrangements

Financial Collateral Arrangements (No.2) Regulations 2003: Regulations governing security arrangements in financial transactions

Late Payment of Commercial Debts (Interest) Act 1998: Legislation governing interest charges on late payments in commercial transactions

Data Protection Act 2018 and UK GDPR: Legislation governing the handling and protection of personal data involved in receivables transactions

Insolvency Act 1986: Key legislation regarding insolvency situations and clawback provisions that might affect receivables

Money Laundering Regulations 2017: Regulations ensuring compliance with anti-money laundering requirements in financial transactions

Common Law Notice Requirements: Legal principles established through case law regarding requirements for valid assignment notices

Equitable Assignment Principles: Common law principles governing equitable assignments and their effectiveness

True Sale Doctrine: Case law principles distinguishing between true sales and security interests in receivables transactions

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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