Purchase Order Financing Agreement for Canada

Purchase Order Financing Agreement Template for Canada

A Canadian Purchase Order Financing Agreement is a specialized financing document that establishes the terms and conditions under which a financial institution provides funding to a business based on confirmed purchase orders. The agreement, governed by Canadian federal and provincial laws, details the advance rate, security arrangements, repayment terms, and operational procedures for financing purchase orders. It includes provisions compliant with Canadian banking regulations, personal property security laws, and commercial financing requirements, while establishing the rights and obligations of both the financier and the client throughout the financing relationship.

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What is a Purchase Order Financing Agreement?

Purchase Order Financing Agreements are essential financial instruments in Canadian commerce, particularly for businesses that need working capital to fulfill large customer orders but lack sufficient cash flow or traditional banking facilities. This document type is commonly used when a business has received substantial purchase orders from creditworthy buyers but requires funding to pay suppliers and complete the orders. The agreement details how the financier will advance funds against specific purchase orders, typically ranging from 70% to 90% of the PO value, and establishes the security package required under Canadian law. It includes comprehensive provisions for purchase order verification, advance mechanics, repayment terms, and security interests, ensuring compliance with both federal and provincial regulations, including the Personal Property Security Act (PPSA) and the Bank Act.

What sections should be included in a Purchase Order Financing Agreement?

1. Parties: Identification of the financing party (PO Financier) and the client (PO Seller), including full legal names and addresses

2. Background: Context of the agreement, including the client's business nature and need for purchase order financing

3. Definitions: Key terms used throughout the agreement, including Purchase Orders, Advance Rate, Eligible Purchase Orders, etc.

4. Facility and Purpose: Details of the financing facility, including maximum facility amount and its intended use

5. Advance Mechanics: Process for requesting and receiving advances, including advance rates and conditions precedent

6. Fees and Interest: All applicable fees, interest rates, and calculation methods

7. Repayment Terms: Terms and timing of repayment, including application of proceeds from purchase orders

8. Security and Collateral: Description of security interests granted to the financier

9. Representations and Warranties: Standard and specific representations and warranties from the client

10. Covenants: Positive and negative covenants binding the client

11. Events of Default: Circumstances constituting default and consequences

12. General Provisions: Standard legal provisions including notices, amendments, governing law, etc.

What sections are optional to include in a Purchase Order Financing Agreement?

1. Guarantees: Required when personal or corporate guarantees are part of the security package

2. Insurance Requirements: Detailed insurance obligations when specific insurance coverage is required

3. Foreign Currency Provisions: Needed when purchase orders involve multiple currencies

4. Subordination Terms: Required when there are other creditors requiring intercreditor arrangements

5. Special Industry Provisions: Specific provisions for regulated industries or special business sectors

6. Collection Account Arrangements: Detailed procedures when using lockbox or specific collection accounts

7. Purchase Order Verification Procedures: Specific procedures for high-risk or high-value purchase orders

What schedules should be included in a Purchase Order Financing Agreement?

1. Schedule A - Advance Request Form: Standard form for requesting advances under the facility

2. Schedule B - Eligible Purchase Order Criteria: Detailed criteria for purchase orders that can be financed

3. Schedule C - Fee Schedule: Detailed breakdown of all fees and charges

4. Schedule D - Compliance Certificate: Form for periodic compliance reporting

5. Schedule E - Security Documents: List and copies of all security documents

6. Appendix 1 - Approved Buyers List: List of pre-approved buyers whose purchase orders can be financed

7. Appendix 2 - Operating Procedures: Detailed procedures for purchase order submission, verification, and funding

8. Appendix 3 - Reporting Requirements: Templates and requirements for periodic reporting

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

Canada

Publisher

Genie AI

Document Type

Finance Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Wholesale Trade

Import/Export

Retail

Technology Hardware

Textiles and Apparel

Industrial Equipment

Consumer Goods

Agricultural Products

Construction Materials

Electronics

Medical Supplies

Automotive Parts

Food and Beverage

Relevant Teams

Finance

Treasury

Legal

Risk Management

Operations

Procurement

Accounts Receivable

Credit Control

Supply Chain

Commercial

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Accounts Receivable Manager

Supply Chain Manager

Procurement Director

Commercial Finance Manager

Credit Manager

Financial Controller

Operations Director

Legal Counsel

Risk Manager

Working Capital Manager

Trade Finance Manager

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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