A Master Receivables Purchase Agreement is utilized when parties wish to establish a continuing arrangement for the purchase and sale of receivables, typically as part of a receivables finance or factoring program. This agreement, governed by Dutch law, provides the legal and operational framework for multiple sales of receivables over time, eliminating the need for separate sale agreements for each transaction. It includes detailed provisions for the identification and selection of eligible receivables, purchase price mechanisms, representations and warranties, and servicing arrangements. The document addresses specific Dutch law requirements for valid assignment of receivables, including rules for both disclosed (openbare) and undisclosed (stille) assignments, and incorporates necessary provisions for compliance with Dutch financial regulations, including the Financial Supervision Act (Wet op het financieel toezicht) and GDPR requirements.
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1. Parties: Identification of the Seller(s) and Purchaser, including registration details as required under Dutch law
2. Background: Context of the agreement and commercial intent of the parties
3. Definitions and Interpretation: Comprehensive definitions including Dutch law-specific terms and interpretation rules
4. Sale and Purchase Structure: Framework for the ongoing sale and purchase of receivables, including offer and acceptance mechanism
5. Eligibility Criteria: Detailed criteria for receivables that can be sold under the agreement
6. Purchase Price and Payment: Calculation of purchase price, payment mechanics, and any adjustments
7. True Sale and Assignment: Provisions ensuring valid transfer under Dutch law, including requirements for notification (mededeling) or undisclosed assignment (stille cessie)
8. Representations and Warranties: Seller's representations regarding receivables and compliance with Dutch law
9. Undertakings: Ongoing obligations of the parties, including regulatory compliance
10. Servicing and Collections: Administration of receivables and collection procedures
11. Data Protection: GDPR compliance and data handling requirements
12. Events of Default: Default triggers and consequences
13. Termination: Termination events and process
14. Governing Law and Jurisdiction: Dutch law as governing law and jurisdiction provisions
1. Security Arrangements: Required if additional security is provided for the purchased receivables
2. Multiple Seller Provisions: Required when there are multiple sellers under the agreement
3. Credit Insurance: Required when receivables are covered by credit insurance
4. Back-up Servicing: Required when a back-up servicer is appointed
5. Parent Company Guarantee: Required when parent company support is provided
6. Currency Provisions: Required when receivables are denominated in multiple currencies
7. VAT Provisions: Required when VAT considerations are relevant to the receivables
1. Form of Offer Notice: Template for offering receivables for sale
2. Form of Acceptance Notice: Template for accepting offered receivables
3. Eligibility Criteria Details: Detailed list of eligibility requirements for receivables
4. Form of Assignment Deed: Template deed of assignment compliant with Dutch law requirements
5. Initial Receivables List: List of receivables to be purchased on closing
6. Seller's Power of Attorney: Form of power of attorney for execution of relevant documents
7. Form of Debtor Notification: Template for notifying debtors of the assignment
8. Purchase Price Calculation: Detailed methodology for calculating purchase price
9. Servicing Requirements: Detailed servicing procedures and requirements
10. Form of Compliance Certificate: Template for periodic compliance certification
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