The Account Receivable Purchase Agreement is a crucial financial instrument used in Switzerland when businesses seek to improve their working capital position by selling their accounts receivable to financial institutions or specialized factoring companies. This document, governed by Swiss law, particularly the Code of Obligations (OR/CO) and relevant financial market regulations, establishes a framework for ongoing purchases of receivables. It details the selection criteria for eligible receivables, purchase price calculations, representations and warranties, and operational procedures for executing transfers. The agreement is particularly important in the Swiss context where financial transactions are heavily regulated and require careful consideration of banking laws, data protection requirements, and debt enforcement provisions. It serves as both a master agreement governing the overall relationship and provides specific mechanisms for individual receivables purchases.

1. Parties: Identification of the seller (assignor) and purchaser (assignee) of the receivables

2. Background: Context of the agreement, business relationship, and purpose of the receivables purchase arrangement

3. Definitions: Defined terms used throughout the agreement, including technical and financial terms

4. Purchase and Sale of Receivables: Core provisions regarding the sale and assignment of receivables, including purchase price calculation

5. Eligibility Criteria: Specific requirements that receivables must meet to be eligible for purchase

6. Purchase Mechanics: Procedures for offering, accepting, and completing receivables purchases

7. Payment Terms: Terms regarding payment of purchase price, timing, and payment mechanisms

8. Representations and Warranties: Statements of fact and guarantees by the seller regarding the receivables and their business

9. Seller Covenants: Ongoing obligations of the seller regarding the receivables and operation of their business

10. Collection and Servicing: Provisions regarding the collection of receivables and related servicing arrangements

11. Events of Default: Circumstances constituting default and consequences thereof

12. Termination: Provisions for ending the agreement and consequences of termination

13. Confidentiality: Obligations regarding confidential information and data protection

14. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes

15. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability