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Account Receivable Purchase Agreement
"Need an Account Receivable Purchase Agreement under South African law for a manufacturing company selling its receivables to Standard Bank, with a facility limit of R50 million and requiring daily reporting of collections."
1. Parties: Identification of the Seller (originator of receivables) and Purchaser (factor/buyer)
2. Background: Context of the agreement, business relationship, and purpose of the receivables purchase arrangement
3. Definitions and Interpretation: Defined terms including Eligible Receivables, Purchase Price, Cut-off Date, Collection Period, etc.
4. Purchase and Sale: Core transaction mechanics, including assignment/cession of receivables and true sale provisions
5. Purchase Price and Payment Terms: Calculation of purchase price, discount rate, reserves, and payment mechanisms
6. Eligibility Criteria: Criteria for receivables to qualify for purchase under the agreement
7. Representations and Warranties: Seller's representations regarding existence, ownership, and quality of receivables
8. Covenants: Ongoing obligations of the Seller regarding operations, reporting, and maintenance of records
9. Collection and Servicing: Procedures for collecting receivables and managing customer relationships
10. Events of Default: Circumstances constituting default and corresponding remedies
11. Indemnification: Indemnification obligations and procedures
12. Confidentiality: Protection of confidential information and trade secrets
13. Notices: Communication procedures between parties
14. Governing Law and Jurisdiction: South African law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including assignment, amendments, and severability
1. Credit Insurance: Required when receivables are credit insured, detailing insurance arrangements and claims procedures
2. Security Arrangements: Include when additional security is provided for the seller's obligations
3. Cross-Border Provisions: Required for international receivables, addressing exchange control and foreign law requirements
4. Electronic Documentation: Include when parties agree to use electronic platforms for receivables administration
5. Undisclosed/Disclosed Assignment: Specific provisions based on whether the assignment is disclosed to debtors
6. Audit Rights: Detailed audit provisions when required by the purchaser
7. Data Protection: Extended POPIA compliance provisions when significant personal information is involved
8. Refinancing Provisions: Include when the purchaser may refinance the purchased receivables
9. Joint and Several Liability: Required when multiple sellers or guarantors are involved
1. Schedule 1 - Form of Purchase Notice: Template for offering receivables for purchase
2. Schedule 2 - Eligibility Criteria: Detailed list of criteria for acceptable receivables
3. Schedule 3 - Operational Procedures: Detailed procedures for daily operations and reporting
4. Schedule 4 - Approved Debtors: List of approved debtors and their credit limits
5. Schedule 5 - Pricing and Fees: Detailed pricing structure, fees, and calculation methods
6. Schedule 6 - Form of Debtor Notification: Template for notifying debtors of the assignment
7. Schedule 7 - Required Reports: Templates and specifications for required reporting
8. Schedule 8 - Collection Accounts: Details of designated collection accounts and banking arrangements
9. Appendix A - Initial Receivables Portfolio: Details of the initial portfolio of receivables being purchased
10. Appendix B - Compliance Certificates: Templates for periodic compliance certification
Authors
Manufacturing
Wholesale Distribution
Construction
Mining
Technology Services
Healthcare
Automotive
Agriculture
Telecommunications
Transportation and Logistics
Industrial Services
Retail
Energy and Utilities
Professional Services
Legal
Finance
Treasury
Credit Control
Accounts Receivable
Risk Management
Operations
Compliance
Commercial
Collections
Business Development
Contract Administration
Chief Financial Officer
Finance Director
Treasury Manager
Credit Controller
Financial Manager
Legal Counsel
Compliance Officer
Accounts Receivable Manager
Commercial Director
Risk Manager
Operations Director
Collection Manager
Business Development Manager
Contract Manager
Financial Controller
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