Future Receivables Factoring Agreement for Germany

Future Receivables Factoring Agreement Template for Germany

This document is a comprehensive financial agreement governed by German law that enables businesses to sell their future receivables to a factoring company before they arise. It operates under the German Civil Code (BGB) and Banking Act (KWG), incorporating specific provisions for the valid assignment of future claims. The agreement details the mechanism for identifying, offering, and transferring receivables, purchase price calculations, operational procedures, and risk allocation between parties. It includes robust provisions for regulatory compliance, particularly regarding banking regulations, data protection under GDPR, and anti-money laundering requirements specific to the German jurisdiction.

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What is a Future Receivables Factoring Agreement?

The Future Receivables Factoring Agreement is designed for businesses seeking to monetize their future receivables under German law. It is particularly suitable for companies with predictable future revenue streams who wish to access working capital financing before the actual receivables arise. The agreement establishes a framework for the ongoing purchase of future receivables, detailing the assignment mechanism, purchase price calculations, and operational procedures. It incorporates specific German legal requirements, including compliance with the Banking Act (KWG), Civil Code (BGB) provisions on assignments, and data protection regulations. The document is structured to provide legal certainty for the assignment of future claims while maintaining operational flexibility for both factor and client. This type of agreement is commonly used in industries with long-term contracts or regular customer relationships, where future revenue streams can be reliably predicted.

What sections should be included in a Future Receivables Factoring Agreement?

1. Parties: Identification of Factor and Client, including registration details and authorized representatives

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

3. Definitions and Interpretation: Detailed definitions of key terms including Eligible Receivables, Future Receivables, Purchase Price, Collection Period, etc.

4. Assignment and Purchase of Receivables: Core provisions regarding the assignment mechanism, identification and offer of receivables, acceptance process

5. Purchase Price and Payment Terms: Calculation of purchase price, advance rates, reserves, fees, and payment mechanisms

6. Representations and Warranties: Client's representations regarding existence and validity of receivables, authority to assign, compliance with laws

7. Obligations of the Client: Ongoing obligations including information provision, documentation maintenance, notification requirements

8. Collections and Payment Administration: Process for collection of receivables, establishment of trust accounts, payment reconciliation

9. Data Protection and Confidentiality: GDPR compliance, data processing terms, confidentiality obligations

10. Events of Default: Specified events triggering default, consequences, and remedies

11. Term and Termination: Duration, renewal terms, termination rights and process

12. Governing Law and Jurisdiction: Choice of German law, jurisdiction, and dispute resolution mechanisms

What sections are optional to include in a Future Receivables Factoring Agreement?

1. Recourse and Repurchase: Include when the agreement provides for recourse against the Client for defaulted receivables

2. Credit Insurance: Include when receivables are covered by credit insurance arrangements

3. Servicing Arrangements: Include when the Client continues to service the receivables as agent of the Factor

4. Security Arrangements: Include when additional security (beyond assignment) is required

5. Electronic Platform Terms: Include when using an electronic platform for receivables administration

6. Cross-Border Provisions: Include when receivables involve international debtors

7. Debtor Notification: Include when immediate notification to debtors is required (vs. notification upon trigger event)

What schedules should be included in a Future Receivables Factoring Agreement?

1. Eligibility Criteria: Detailed criteria for receivables to qualify for purchase

2. Form of Assignment Notice: Template for formal assignment of receivables

3. Operational Procedures: Detailed procedures for daily operations, reporting, and communications

4. Fee Schedule: Detailed breakdown of all fees, charges, and calculation methodologies

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

6. Reporting Requirements: Templates and specifications for required reports

7. KYC Requirements: List of required due diligence documents and ongoing monitoring requirements

8. Data Processing Agreement: Detailed GDPR-compliant data processing terms

9. Excluded Debtors: List of debtors excluded from the factoring arrangement

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

Construction

Technology

Healthcare

Professional Services

Automotive

Energy

Telecommunications

Transportation and Logistics

Industrial Services

Relevant Teams

Legal

Finance

Treasury

Credit Management

Accounts Receivable

Risk Management

Operations

Compliance

Commercial

Business Development

Relevant Roles

Chief Financial Officer

Treasury Manager

Finance Director

Credit Manager

Accounts Receivable Manager

General Counsel

Legal Counsel

Risk Manager

Operations Manager

Commercial Director

Working Capital Manager

Financial Controller

Compliance Officer

Business Development Manager

Contract Manager

Industries
German Civil Code (Bürgerliches Gesetzbuch - BGB): Governs contract formation, assignment of receivables (§§ 398-413), and general contractual obligations. Particularly relevant for the legal framework of assignments and future claims (§ 398).
German Commercial Code (Handelsgesetzbuch - HGB): Regulates commercial transactions and business relationships between merchants, including special provisions for commercial contracts and accounting requirements.
German Banking Act (Kreditwesengesetz - KWG): Regulates factoring as a financial service requiring authorization under § 1(1a) No. 9 KWG, unless exemptions apply. Sets out regulatory requirements for factoring providers.
General Data Protection Regulation (GDPR) and German Federal Data Protection Act (BDSG): Governs the processing and transfer of personal data involved in the factoring transaction, particularly relevant for customer data protection.
German Insolvency Statute (Insolvenzordnung - InsO): Relevant for provisions regarding the treatment of assigned receivables in case of insolvency of the seller or the debtor, particularly §§ 166-173 InsO.
German Anti-Money Laundering Act (Geldwäschegesetz - GwG): Sets out obligations for customer due diligence and reporting requirements in financial transactions, including factoring arrangements.
German Act Against Unfair Competition (Gesetz gegen den unlauteren Wettbewerb - UWG): Relevant when factoring involves consumer receivables, ensuring fair commercial practices and consumer protection.
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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