The Receivables Purchase Agreement is a critical financing instrument used in the Nigerian market when businesses seek to improve their working capital position by selling their accounts receivable to financial institutions or factoring companies. This document establishes the legal framework for such transactions, ensuring compliance with Nigerian law including the Contract Laws Act, CAMA 2020, and Central Bank of Nigeria regulations. It is particularly valuable for businesses with significant B2B transactions and extended payment terms, providing them with immediate access to cash while transferring collection risk to the purchaser. The agreement covers essential elements such as purchase mechanics, pricing, representations and warranties, servicing arrangements, and default scenarios, while incorporating necessary protections for all parties involved.
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1. Parties: Identifies the seller and purchaser of the receivables
2. Background: Sets out the context of the agreement and basic premises of the transaction
3. Definitions and Interpretation: Defines key terms used throughout the agreement and interpretation rules
4. Sale and Purchase: Core provisions regarding the sale and purchase of receivables, including transfer mechanics
5. Purchase Price and Payment: Details the calculation and payment of the purchase price, including any discounts
6. Conditions Precedent: Conditions that must be satisfied before purchases can commence
7. Representations and Warranties: Key statements of fact and assurances from both parties
8. Ongoing Obligations: Continuing duties of both parties throughout the agreement term
9. Servicing of Receivables: Provisions regarding collection and administration of the receivables
10. Events of Default: Circumstances constituting default and consequences
11. Termination: Provisions for ending the agreement and consequences of termination
12. Indemnities: Protections and compensations between parties
13. Confidentiality: Provisions regarding confidential information handling
14. Notices: How formal communications between parties should be made
15. Governing Law and Jurisdiction: Law governing the agreement and courts having jurisdiction
16. General Provisions: Standard boilerplate clauses including amendments, waivers, etc.
1. Security Arrangements: Used when additional security is required beyond the assignment of receivables
2. Credit Insurance: Include when receivables are covered by credit insurance
3. True Sale Provisions: Detailed provisions to establish true sale character when required for regulatory or accounting purposes
4. Currency Provisions: Required when dealing with cross-border receivables or multiple currencies
5. Electronic Platform: Include when using an electronic platform for receivables administration
6. Data Protection: Detailed provisions when processing personal data is involved
7. Anti-Money Laundering: Enhanced provisions when required by the nature of the business or regulatory requirements
8. Force Majeure: Include when specific force majeure provisions are required beyond general law
1. Eligibility Criteria: Detailed criteria for receivables that can be purchased under the agreement
2. Form of Purchase Notice: Template for notices requesting purchase of receivables
3. Form of Assignment: Template for formal assignment documentation
4. Purchase Price Calculation: Detailed methodology for calculating purchase price and discounts
5. Representations and Warranties: Detailed list of representations and warranties
6. Conditions Precedent Documents: List of required documents and conditions
7. Form of Reports: Templates for required reporting
8. Notice Details: Detailed contact information for notices
9. Excluded Debtors: List of debtors whose receivables are excluded from the agreement
10. Operating Procedures: Detailed procedures for day-to-day operation of the purchase facility
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