Accounts Receivable Financing Agreement for Germany

Accounts Receivable Financing Agreement Template for Germany

A comprehensive financing agreement governed by German law that enables businesses to obtain financing by selling their accounts receivable to a financial institution (factor). The agreement details the terms and conditions for the purchase of receivables, including eligibility criteria, purchase price calculations, representations and warranties, and operational procedures. It incorporates specific provisions required under German civil law (BGB) and commercial law (HGB), particularly regarding the assignment of receivables and notice requirements. The document includes detailed mechanisms for the transfer of receivables, collection procedures, and risk allocation between the parties, all structured to comply with German banking and financial services regulations.

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What is a Accounts Receivable Financing Agreement?

The Accounts Receivable Financing Agreement is a vital financial instrument used when businesses seek to improve their working capital position by monetizing their accounts receivable. This agreement, structured under German law, enables companies to receive immediate funding against their outstanding invoices while potentially transferring collection risk to the financing institution. It is particularly relevant for businesses with significant B2B sales and lengthy payment terms. The document comprehensively addresses all aspects of the receivables purchase arrangement, including operational procedures, pricing mechanisms, and risk allocation. Key German legal requirements are incorporated, including specific provisions from the German Civil Code (BGB) regarding assignments, along with compliance requirements under German banking regulations (KWG) and commercial law (HGB). The agreement is designed to create a valid "true sale" of receivables that would be respected in the event of insolvency.

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

1. Parties: Identification of the financing party (Factor) and the company selling its receivables (Client)

2. Background: Context of the agreement and commercial purpose of the receivables financing arrangement

3. Definitions: Definitions of key terms used throughout the agreement, including Eligible Receivables, Purchase Price, and Collection Period

4. Purchase and Assignment of Receivables: Core provisions regarding the sale and assignment of receivables, including the true sale nature of the transaction

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

6. Eligibility Criteria: Detailed criteria for receivables that can be purchased under the agreement

7. Operational Procedures: Procedures for offering receivables, delivery of documents, and ongoing administration

8. Collections and Payments: Management of collections, establishment of collection accounts, and payment waterfalls

9. Representations and Warranties: Representations regarding the receivables, client's business, and compliance with laws

10. Covenants: Ongoing obligations of the client regarding its business, receivables management, and reporting

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

12. Termination: Termination events, procedures, and consequences

13. Indemnification: Indemnification obligations and procedures

14. Miscellaneous: Standard provisions including notices, amendments, governing law, and jurisdiction

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

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

2. Electronic Platform: Include when parties use an electronic platform for receivables submission and reporting

3. Import/Export Provisions: Required for cross-border receivables, addressing international trade specifics

4. Data Protection: Detailed section required when significant personal data processing is involved

5. Syndication Provisions: Include when the facility may be syndicated to multiple financiers

6. Back-up Servicing: Required when a back-up servicer is appointed for collections

7. Parent Guarantee: Include when parent company guarantee is part of the security package

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

1. Form of Assignment Notice: Template for formal assignment notices to be used under German law

2. Eligibility Criteria Details: Detailed list of eligibility requirements for receivables

3. Fee Schedule: Detailed breakdown of all fees, including factoring fees and administrative charges

4. Reporting Requirements: Templates and requirements for regular reporting

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

6. Excluded Debtors: List of debtors whose receivables are excluded from the facility

7. Collection Account Details: Specifications of collection accounts and payment procedures

8. Power of Attorney: Form of power of attorney for collections and enforcement

9. Compliance Certificate: Template for periodic compliance certification

10. Data Protection Protocol: Detailed procedures for handling personal data in compliance with GDPR

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

Germany

Publisher

Genie AI

Document Type

Financing Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Wholesale Trade

Retail

Technology

Construction

Automotive

Healthcare

Industrial Services

Consumer Goods

Transportation and Logistics

Energy

Telecommunications

Relevant Teams

Finance

Treasury

Legal

Credit Management

Operations

Compliance

Risk Management

Commercial

Business Development

Accounts Receivable

Collections

Relevant Roles

Chief Financial Officer

Treasury Manager

Finance Director

Credit Manager

Accounts Receivable Manager

Financial Controller

Working Capital Manager

Credit Risk Officer

Legal Counsel

Commercial Director

Operations Manager

Compliance Officer

Business Development Manager

Portfolio Manager

Relationship 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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