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Master Receivables Purchase Agreement for Switzerland

Master Receivables Purchase Agreement Template for Switzerland

A Master Receivables Purchase Agreement governed by Swiss law establishes a framework for the ongoing purchase and sale of receivables between a seller and a purchaser. This agreement type is particularly suited to the Swiss legal framework, incorporating specific requirements for assignment under the Swiss Code of Obligations and addressing Swiss data protection requirements. The document provides a comprehensive structure for multiple transactions under a single master agreement, including detailed provisions for offer and acceptance mechanisms, purchase price calculations, representations and warranties, and servicing arrangements. It is designed to comply with Swiss banking and financial regulations while providing flexibility for ongoing receivables purchases.

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What is a Master Receivables Purchase Agreement?

The Master Receivables Purchase Agreement is a sophisticated financial instrument used when a company wishes to monetize its receivables portfolio on an ongoing basis. This agreement type is particularly well-suited to the Swiss legal environment, which provides a robust framework for financial transactions and asset transfers. The document establishes a comprehensive structure for multiple receivables purchases over time, eliminating the need for separate agreements for each transaction. It incorporates specific Swiss law requirements for valid assignment of receivables, addresses data protection obligations under Swiss legislation, and includes provisions for servicing and collection arrangements. The agreement is typically used in trade finance, supply chain finance, or general working capital financing scenarios, where companies seek to optimize their working capital position through the sale of receivables. The document includes detailed provisions for eligibility criteria, purchase price calculations, representations and warranties, and operational procedures, all tailored to comply with Swiss legal requirements and market practice.

What sections should be included in a Master Receivables Purchase Agreement?

1. Parties: Identification of the Seller and Purchaser, including their full legal names, registration details, and addresses

2. Background: Context of the agreement, including the Seller's business, nature of receivables, and purpose of the purchase arrangement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including Swiss law-specific terminology

4. Sale and Purchase Framework: Framework terms for the ongoing purchase of receivables, including offer and acceptance mechanism

5. Eligibility Criteria: Criteria that receivables must meet to be eligible for purchase

6. Purchase Price and Payment: Calculation of purchase price, payment mechanics, and timing

7. Assignment and Transfer: Provisions for legal assignment under Swiss law, including form requirements and perfection

8. Representations and Warranties: Seller's and Purchaser's representations and warranties, including Swiss law-specific confirmations

9. Servicing Provisions: Terms for collection and servicing of purchased receivables

10. Information and Reporting: Requirements for reporting on receivables performance and portfolio information

11. Data Protection: Compliance with Swiss data protection laws regarding debtor information

12. Events of Default: Circumstances constituting default and consequences

13. Termination: Terms for termination of the agreement and consequences

14. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction provisions

What sections are optional to include in a Master Receivables Purchase Agreement?

1. Security Arrangements: Optional section if additional security is required, such as guarantees or pledges

2. Credit Insurance: Required if receivables are to be credit insured

3. True Sale Provisions: Detailed provisions to ensure characterization as true sale if bankruptcy remoteness is required

4. Performance Guarantees: Required if parent company or third-party guarantees are part of the structure

5. Collection Account Arrangements: Detailed provisions if separate collection accounts are established

6. Back-up Servicing: Required if a back-up servicer arrangement is needed

7. Currency Conversion: Required for multi-currency receivables portfolios

What schedules should be included in a Master Receivables Purchase Agreement?

1. Form of Offer Notice: Template for offering receivables for purchase

2. Form of Acceptance Notice: Template for accepting offered receivables

3. Eligibility Criteria Details: Detailed list of eligibility requirements for receivables

4. Purchase Price Calculation: Detailed methodology for calculating purchase price

5. Form of Assignment Notice: Template for formal assignment notice under Swiss law

6. Servicing Requirements: Detailed servicing procedures and requirements

7. Form of Servicer Report: Template for periodic servicer reports

8. Required Data Fields: List of required data fields for receivables information

9. Closing Conditions: List of conditions precedent to initial purchases

10. Form of Data Protection Agreement: Template agreement for compliance with Swiss data protection requirements

Authors

Alex Denne

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

Jurisdiction

Switzerland

Publisher

Ƶ

Document Type

Master Agreement

Cost

Free to use
Relevant legal definitions

































































Clauses






































Relevant Industries

Banking and Financial Services

Manufacturing

Wholesale and Distribution

Technology and Software

Healthcare

Automotive

Construction

Energy and Utilities

Telecommunications

Professional Services

Retail

Logistics and Transportation

Relevant Teams

Legal

Finance

Treasury

Credit and Collections

Compliance

Risk Management

Operations

Commercial

Data Protection

Accounts Receivable

Business Development

Transaction Management

Relevant Roles

Chief Financial Officer

Treasury Manager

Finance Director

Legal Counsel

Compliance Officer

Credit Manager

Accounts Receivable Manager

Commercial Director

Risk Manager

Operations Manager

Data Protection Officer

Financial Controller

Business Development Manager

Transaction Manager

Collections Manager

Industries








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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