Master Receivables Purchase Agreement for Germany

Master Receivables Purchase Agreement Template for Germany

A German law-governed Master Receivables Purchase Agreement establishes a framework for the ongoing sale and purchase of receivables between a seller and a purchaser. The agreement sets out the terms and conditions for multiple transfers of receivables, including eligibility criteria, purchase price mechanics, representations and warranties, and servicing arrangements. It ensures compliance with German civil law requirements for assignments (Abtretung), incorporates necessary GDPR provisions for data protection, and addresses German regulatory and tax considerations. The document provides flexibility for multiple transactions while maintaining legal certainty under German law.

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What is a Master Receivables Purchase Agreement?

The Master Receivables Purchase Agreement is utilized when parties wish to establish a continuing relationship for the sale and purchase of receivables under German law. This framework agreement enables multiple receivables purchases over time without requiring a new contract for each transaction. It is particularly relevant for businesses seeking ongoing liquidity management or off-balance-sheet financing solutions. The agreement comprehensively addresses German legal requirements for receivables transfers, including civil law provisions for assignments, banking regulations, tax implications, and data protection requirements under GDPR. It typically includes detailed eligibility criteria, purchase mechanics, servicing arrangements, and operational procedures for identifying and transferring receivable portfolios.

What sections should be included in a Master Receivables Purchase Agreement?

1. Parties: Identification of the Seller and Purchaser, including registration details as required under German law

2. Background: Context of the agreement, business relationship, and general framework for multiple receivables purchases

3. Definitions and Interpretation: Comprehensive definitions including specific German law terms, interpretation rules, and language provisions

4. Sale and Purchase Structure: Framework mechanics for offers and acceptances of receivables portfolios, including form requirements under German law

5. Eligibility Criteria: Detailed criteria for receivables that can be sold under the agreement

6. Purchase Price and Payment: Price calculation methodology, payment mechanics, and adjustments

7. Assignment and Transfer: Provisions for legal transfer of receivables under German law (Abtretung)

8. Representations and Warranties: Seller's representations regarding corporate capacity and receivables characteristics

9. Undertakings: Ongoing obligations of both parties, including regulatory compliance and information sharing

10. Taxes and VAT: Tax treatment and responsibilities, particularly regarding German VAT implications

11. Termination: Events of default, termination rights, and consequences

12. Confidentiality: Confidentiality obligations and permitted disclosures

13. Data Protection: GDPR compliance and data processing arrangements

14. Notices: Communication procedures and contact details

15. Governing Law and Jurisdiction: German law as governing law and jurisdiction provisions

What sections are optional to include in a Master Receivables Purchase Agreement?

1. Servicing: Required if the Seller continues to service the receivables post-sale or if servicing is transferred to a third party

2. Security and Overcollateralization: Include if additional security or overcollateralization is required

3. Consumer Protection Provisions: Required if the receivables involve consumer debtors

4. True Sale Provisions: Enhanced provisions required if accounting or regulatory true sale treatment is crucial

5. Collection Account Arrangements: Required if specific account structures are needed for collections

6. Back-up Servicing: Include if a back-up servicer arrangement is required

7. Parent Company Guarantee: Include if parent company support is required

8. Regulatory Compliance: Specific section needed if either party is regulated or if the transaction requires specific regulatory compliance

What schedules should be included in a Master Receivables Purchase Agreement?

1. Form of Offer Notice: Standard form for offering receivables portfolios

2. Form of Acceptance Notice: Standard form for accepting offered receivables

3. Eligibility Criteria Details: Detailed specifications of eligibility requirements

4. Purchase Price Calculation: Detailed methodology and examples of purchase price calculation

5. Servicing Standards: Detailed servicing requirements and procedures

6. Required Documents: List and forms of required supporting documentation

7. Form of Assignment: Standard form of assignment agreement compliant with German law

8. Reporting Requirements: Templates and specifications for required reporting

9. Power of Attorney: Form of power of attorney for various actions

10. Data Protection Agreement: Detailed data processing agreement compliant with GDPR

11. Account Details: Specification of relevant bank accounts and payment procedures

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

Purchase Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Banking

Financial Services

Manufacturing

Retail

Healthcare

Telecommunications

Utilities

Automotive

Technology

Insurance

Energy

Construction

Consumer Goods

Professional Services

Relevant Teams

Legal

Finance

Treasury

Credit

Risk

Compliance

Operations

Collections

Structured Finance

Tax

Accounting

Commercial

Data Protection

Internal Audit

Relevant Roles

Chief Financial Officer

Treasury Manager

Finance Director

Legal Counsel

Head of Credit

Receivables Manager

Commercial Director

Risk Manager

Compliance Officer

Operations Manager

Credit Controller

Transaction Manager

Structured Finance Manager

Portfolio Manager

Working Capital Manager

Collections 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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