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Master Factoring Agreement
I need a Swiss law Master Factoring Agreement for a manufacturing company selling receivables to a major Swiss bank, with special provisions for cross-border receivables from German and French customers, to be implemented by March 2025.
1. Parties: Identification of the Factor and the Client (Seller of receivables)
2. Background: Context of the agreement, business relationship, and purpose of the factoring arrangement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase of Receivables: Core provisions governing the transfer of receivables, including assignment mechanics and purchase price calculation
5. Eligibility Criteria: Criteria that receivables must meet to be eligible for purchase under the agreement
6. Operational Procedures: Procedures for offering receivables, verification, and completion of purchases
7. Payment Terms: Terms regarding payment of purchase price, reserves, fees, and other amounts
8. Client Representations and Warranties: Standard and specific representations and warranties regarding the business and receivables
9. Client Covenants: Ongoing obligations of the Client regarding its business, receivables management, and reporting
10. Factor's Rights and Obligations: Key rights and obligations of the Factor, including collection rights
11. Events of Default: Circumstances constituting default and consequences thereof
12. Termination: Provisions regarding termination rights, process, and consequences
13. Indemnification: Mutual indemnification obligations and process
14. Confidentiality: Provisions protecting confidential information of both parties
15. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, etc.
1. Credit Insurance: Required when credit insurance is part of the factoring arrangement, detailing insurance requirements and process
2. Electronic Platform: Needed when parties use an electronic platform for receivables submission and management
3. Cross-Border Provisions: Required for international factoring arrangements involving foreign debtors
4. Debtor Concentration Limits: Optional section setting limits on concentration of receivables from individual debtors
5. Special Industries Provisions: Specific provisions for particular industries (e.g., construction, healthcare)
6. Data Protection: Detailed data protection provisions when extensive personal data processing is involved
7. Parent Company Guarantee: Required when additional security through parent company guarantee is needed
1. Schedule 1 - Eligibility Criteria: Detailed list of criteria for eligible receivables
2. Schedule 2 - Pricing and Fees: Detailed pricing structure, fees, and calculation methods
3. Schedule 3 - Operational Procedures: Detailed procedures for daily operations, including forms and timelines
4. Schedule 4 - Approved Debtors: List of approved debtors and their credit limits
5. Schedule 5 - Required Reports: Format and content of required periodic reports
6. Schedule 6 - Form of Assignment Notice: Standard form for notifying debtors of the assignment
7. Schedule 7 - Collection Procedures: Detailed procedures for collecting receivables
8. Appendix A - Required Documents: List of documents required for receivables verification
9. Appendix B - Power of Attorney: Standard form of power of attorney for collections and enforcement
Authors
Manufacturing
Wholesale Trade
Retail
Construction
Healthcare
Technology
Transportation and Logistics
Professional Services
Industrial Equipment
Textiles and Apparel
Food and Beverage
Automotive
Electronics
Legal
Finance
Treasury
Credit Management
Accounts Receivable
Risk Management
Compliance
Operations
Commercial
Trade Finance
Working Capital Management
Chief Financial Officer
Finance Director
Treasury Manager
Credit Manager
Accounts Receivable Manager
Commercial Director
Legal Counsel
Risk Manager
Operations Manager
Compliance Officer
Financial Controller
Business Development Manager
Trade Finance Manager
Working Capital Manager
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