Receivable Purchase Agreement for Australia

Receivable Purchase Agreement Template for Australia

A comprehensive legal agreement governed by Australian law that facilitates the sale and transfer of accounts receivable from a business (seller) to a financial institution or factoring company (purchaser). The agreement establishes the terms and conditions for the purchase of receivables, including pricing mechanisms, eligibility criteria, representations and warranties, and operational procedures. It incorporates provisions compliant with Australian regulations, particularly the Personal Property Securities Act 2009 (Cth) for security interests and relevant financial services legislation.

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What is a Receivable Purchase Agreement?

The Receivable Purchase Agreement is a vital financial instrument used in Australian business operations when companies seek to improve their working capital position by monetizing their accounts receivable. This document is essential for businesses looking to access immediate funding without traditional borrowing, particularly in sectors with extended payment terms or significant B2B transactions. The agreement must comply with Australian legislative requirements, including the Personal Property Securities Act 2009 (Cth), privacy laws, and financial services regulations. It typically includes detailed provisions for the sale mechanism, pricing structure, operational procedures, and risk allocation between parties. The document is particularly relevant in the current economic climate where businesses are increasingly seeking alternative financing solutions.

What sections should be included in a Receivable Purchase Agreement?

1. Parties: Identifies the seller and purchaser of the receivables

2. Background: Sets out the context of the agreement, including the seller's business and the nature of the receivables being sold

3. Definitions and Interpretation: Defines key terms and establishes interpretation principles for the agreement

4. Sale and Purchase: Core provisions detailing the sale and assignment of receivables, purchase price, and completion mechanics

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

6. Purchase Price and Payment: Details the calculation and payment of the purchase price, including any discount or factoring fee

7. Representations and Warranties: Seller's representations regarding their business, the receivables, and authority to sell

8. Undertakings: Ongoing obligations of the seller, including cooperation in collection and notification requirements

9. Collections and Administration: Procedures for collecting receivables and managing customer relationships

10. Security Interest and Perfection: Provisions ensuring the purchaser's interest is properly secured and registered

11. Events of Default: Circumstances constituting default and corresponding remedies

12. Termination: Conditions and process for terminating the agreement

13. Confidentiality: Obligations regarding confidential information

14. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, etc.

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

1. Credit Insurance: Required when receivables are covered by credit insurance, detailing insurance arrangements and claims process

2. True Sale Provisions: Enhanced provisions to establish true sale character when bankruptcy remoteness is critical

3. Customer Notification: Detailed notification procedures when immediate notification of assignment is required

4. Cross-Border Provisions: Required when receivables or parties involve multiple jurisdictions

5. Data Protection: Enhanced provisions when dealing with significant personal data

6. Service Level Requirements: Detailed service standards when seller continues to service the receivables

7. Guarantee: When additional security through a parent company or third-party guarantee is required

What schedules should be included in a Receivable Purchase Agreement?

1. Schedule 1 - Form of Transfer Notice: Template for documenting each transfer of receivables

2. Schedule 2 - Eligibility Criteria Details: Detailed specifications of receivable eligibility requirements

3. Schedule 3 - Receivables Information: Required information and format for identifying and describing receivables

4. Schedule 4 - Purchase Price Calculation: Detailed methodology for calculating purchase price and discounts

5. Schedule 5 - Operational Procedures: Detailed procedures for day-to-day operations and administration

6. Schedule 6 - Form of Reports: Templates for required reporting

7. Schedule 7 - Power of Attorney: Form of power of attorney for purchaser to manage receivables

8. Appendix A - Initial Receivables Pool: Details of the initial pool of receivables being purchased

9. Appendix B - Approved Customer List: List of customers whose receivables are approved for purchase

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 | Serial Founder & Legal AI Author

Jurisdiction

Australia

Publisher

Genie AI

Document Type

Purchase Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Manufacturing

Wholesale Trade

Retail

Construction

Healthcare

Technology

Transportation and Logistics

Professional Services

Energy and Utilities

Relevant Teams

Legal

Finance

Treasury

Accounts Receivable

Credit Control

Operations

Risk Management

Compliance

Commercial

Business Development

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Accounts Receivable Manager

Credit Controller

Legal Counsel

Commercial Director

Risk Manager

Operations Manager

Financial Controller

Business Development Manager

Compliance Officer

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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