Purchase Order Financing Agreement for the Netherlands

Purchase Order Financing Agreement Template for Netherlands

A Purchase Order Financing Agreement under Dutch law is a specialized financing document that enables businesses to obtain funding based on confirmed purchase orders from their customers. The agreement, governed by Dutch civil and commercial law, establishes the terms and conditions under which the financial institution will advance funds against qualifying purchase orders, typically ranging from 70-80% of the order value. It includes detailed provisions for eligibility criteria, advance rates, repayment terms, security arrangements, and risk mitigation measures, all structured within the framework of Dutch financial regulations and the Civil Code (Burgerlijk Wetboek).

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What is a Purchase Order Financing Agreement?

The Purchase Order Financing Agreement serves as a crucial financing tool for businesses operating in the Netherlands and international markets who need working capital to fulfill their customer orders. This document is particularly valuable when companies have received substantial orders but lack the immediate resources to procure or produce the goods. The agreement, governed by Dutch law, specifically addresses the requirements of the Dutch Civil Code and Financial Supervision Act, detailing the financing mechanism, security arrangements, and obligations of all parties. It includes comprehensive provisions for risk assessment, monitoring, and compliance with Dutch financial regulations, making it suitable for both domestic and cross-border transactions. The document is typically used by growing businesses with strong customer relationships but limited working capital, providing them with a structured financing solution backed by their purchase orders.

What sections should be included in a Purchase Order Financing Agreement?

1. Parties: Identification of the financing party, the client (borrower), and any guarantors

2. Background: Context of the agreement, including the client's business nature and purpose of the financing

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Facility and Purpose: Description of the financing facility, its purpose, and maximum amount

5. Eligibility Criteria: Criteria for purchase orders that can be financed under the agreement

6. Advance Rate and Fees: Specification of advance rates, fees, interest, and other charges

7. Funding Process: Procedures for requesting advances and conditions for disbursement

8. Repayment Terms: Terms and conditions for repayment of advances

9. Security and Collateral: Description of security interests and collateral arrangements

10. Representations and Warranties: Standard and specific representations and warranties by the client

11. Covenants: Positive and negative covenants applicable to the client

12. Events of Default: Circumstances constituting default and consequences

13. Termination: Terms and procedures for termination of the agreement

14. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction provisions

What sections are optional to include in a Purchase Order Financing Agreement?

1. Additional Services: Used when the financier provides additional services like collections or accounts receivable management

2. Credit Insurance: Included when credit insurance is required as part of the financing arrangement

3. Foreign Currency Provisions: Required when purchase orders or payments involve multiple currencies

4. Sub-Participation: Included when the financier may want to participate out portions of the financing

5. Electronic Trading Platform: Used when the financing is conducted through an electronic platform

6. Sanctions and Anti-Money Laundering: Detailed section when dealing with international trade or high-risk sectors

7. Parent Company Guarantee: Including when additional security through parent company guarantees is required

What schedules should be included in a Purchase Order Financing Agreement?

1. Eligibility Criteria Details: Detailed list of criteria for eligible purchase orders

2. Fee Schedule: Detailed breakdown of all fees, charges, and interest calculations

3. Form of Purchase Order Request: Standard form for submitting purchase orders for financing

4. Excluded Buyers: List of buyers whose purchase orders are not eligible for financing

5. Required Documents: List of documents required for each purchase order financing request

6. Security Documents: Forms of security documents and guarantees

7. Conditions Precedent: List of conditions to be satisfied before the agreement becomes effective

8. Compliance Certificate: Form of periodic compliance certificate to be submitted by the client

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

Netherlands

Publisher

Genie AI

Document Type

Financing Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Wholesale Trade

International Trade

Retail

Technology Hardware

Industrial Equipment

Textiles and Apparel

Consumer Goods

Agricultural Products

Construction Materials

Electronics

Automotive Parts

Relevant Teams

Legal

Finance

Treasury

Risk Management

Operations

Commercial

Credit

Trade Finance

Procurement

Compliance

Supply Chain

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Commercial Director

Supply Chain Manager

Credit Manager

Legal Counsel

Risk Manager

Financial Controller

Account Manager

Trade Finance Manager

Procurement Director

Operations Manager

Industries
Dutch Civil Code (Burgerlijk Wetboek): Primary source of contract law in the Netherlands, particularly Book 3 (Property Law), Book 6 (General Part of the Law of Obligations), and Book 7 (Specific Contracts). Contains provisions on contract formation, validity, performance, and remedies.
Financial Supervision Act (Wet op het financieel toezicht - Wft): Regulates financial services and institutions in the Netherlands. Relevant for purchase order financing as it may qualify as a financial service requiring supervision and licensing.
Dutch Anti-Money Laundering and Anti-Terrorist Financing Act (Wwft): Implements requirements for customer due diligence and transaction monitoring in financial services, including purchase order financing arrangements.
EU Regulation 2015/848 on Insolvency Proceedings: Relevant for cross-border aspects and insolvency situations affecting the purchase order financing arrangement.
Dutch Bankruptcy Act (Faillissementswet): Critical for understanding the rights and positions of parties in case of insolvency of any party involved in the financing arrangement.
General Data Protection Regulation (GDPR) / Dutch GDPR Implementation Act: Governs the processing of personal data in the context of the financing relationship and related due diligence processes.
Dutch Electronic Commerce Act (Wet elektronische handel): Relevant if the agreement is concluded electronically or if electronic communications are used in the financing process.
Dutch Act on Financial Security Agreements (Wet financiële zekerheidsovereenkomsten): Provides framework for financial collateral arrangements which might be relevant in securing the financing.
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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