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Accounts Receivable Purchase Agreement Template for Switzerland

This document is a Swiss law-governed agreement for the purchase and assignment of accounts receivable, structured under the Swiss Code of Obligations (Obligationenrecht). It establishes the framework for a company to sell its trade receivables to a financial institution or factoring company, detailing the purchase mechanism, pricing, operational procedures, and risk allocation. The agreement incorporates specific Swiss legal requirements for the valid assignment of receivables, including provisions for notification and perfection, while addressing regulatory requirements under Swiss banking and financial services laws.

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What is a Accounts Receivable Purchase Agreement?

The Accounts Receivable Purchase Agreement is a sophisticated financial instrument used when a company wishes to monetize its accounts receivable for working capital purposes. Under Swiss law, this agreement enables companies to sell their receivables to financial institutions or factoring companies, providing immediate access to cash while potentially transferring collection risk. The document must comply with Swiss legal requirements, particularly the provisions of the Swiss Code of Obligations regarding assignment of claims (Articles 164-174) and relevant financial services regulations. It typically includes detailed provisions for purchase price calculations, eligibility criteria for receivables, operational procedures for ongoing purchases, and risk allocation between parties. This type of agreement is particularly valuable for companies seeking to improve their working capital position or reduce their credit risk exposure.

What sections should be included in a Accounts Receivable Purchase Agreement?

1. Parties: Identification of the Seller (assignor) and Purchaser (assignee/factor)

2. Background: Context of the agreement and brief description of the parties' business relationship

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Purchase and Assignment: Core provisions regarding the purchase and assignment of receivables, including assignment mechanism and perfection requirements

5. Purchase Price and Payment: Calculation of purchase price, discount rate, reserves, and payment mechanics

6. Eligibility Criteria: Criteria for receivables to qualify for purchase

7. Operational Procedures: Procedures for offering receivables, verification, and documentation requirements

8. Representations and Warranties: Representations and warranties from both parties, particularly regarding the receivables and authority to sell

9. Servicing of Receivables: Provisions regarding collection and administration of receivables

10. Covenants: Ongoing obligations of both parties

11. Events of Default: Circumstances constituting default and consequences

12. Term and Termination: Duration of agreement and termination rights

13. Confidentiality: Protection of confidential information and data protection obligations

14. Notices: Communication procedures between parties

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

What sections are optional to include in a Accounts Receivable Purchase Agreement?

1. Credit Insurance: Required if the receivables are credit insured, detailing insurance arrangements and claims procedures

2. Special Servicing Arrangements: Required if there are third-party servicers or special collection arrangements

3. True Sale Provisions: Enhanced provisions required if true sale treatment is critical for accounting or regulatory purposes

4. Cross-Border Provisions: Required if receivables originate from multiple jurisdictions

5. Industry-Specific Terms: Required for specific industries with unique receivables characteristics

6. Undisclosed/Disclosed Assignment: Specific provisions depending on whether the assignment is disclosed to debtors

7. Recourse Provisions: Required if the agreement includes full or partial recourse against the seller

8. Security Arrangements: Required if additional security is provided beyond the receivables assignment

What schedules should be included in a Accounts Receivable Purchase Agreement?

1. Schedule 1 - Eligibility Criteria: Detailed list of criteria for eligible receivables

2. Schedule 2 - Pricing Schedule: Detailed pricing calculations, fees, and charges

3. Schedule 3 - Operational Procedures: Detailed procedures for daily operations including cut-off times and documentation requirements

4. Schedule 4 - Form of Assignment Notice: Template for individual assignment notices

5. Schedule 5 - Form of Debtor Notification: Template for notifying debtors of the assignment

6. Schedule 6 - Reporting Requirements: Templates and requirements for regular reporting

7. Schedule 7 - Excluded Debtors: List of debtors whose receivables are excluded from the agreement

8. Schedule 8 - Required Documents: List of documents required for each receivables purchase

9. Appendix A - Power of Attorney: Form of power of attorney for receivables management

10. Appendix B - Compliance Documents: Required compliance and KYC documentation

Authors

Alex Denne

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

Jurisdiction

Switzerland

Publisher

Genie AI

Document Type

Finance Agreement

Cost

Free to use

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