Receivables Purchase Agreement for the Netherlands

Receivables Purchase Agreement Template for Netherlands

A Dutch law-governed agreement that facilitates the sale and transfer of receivables from one party (seller) to another (purchaser). This document establishes the legal framework for the transfer of accounts receivable, including purchase price mechanisms, representations and warranties, ongoing obligations, and operational arrangements. It incorporates specific Dutch legal requirements for the valid transfer of receivables (cessie) under the Dutch Civil Code, addressing true sale requirements, perfection mechanics, and notice provisions. The agreement includes provisions for data protection under GDPR, financial regulatory compliance under Dutch financial supervision laws, and appropriate insolvency protections.

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What is a Receivables Purchase Agreement?

The Receivables Purchase Agreement is used in trade finance and structured finance transactions where a company wishes to monetize its receivables or obtain financing against its receivables portfolio. This document, governed by Dutch law, provides a comprehensive framework for selling accounts receivable, whether in a single transaction or as part of an ongoing program. It addresses key aspects including purchase price calculation, representations about the quality of receivables, servicing arrangements, and compliance with Dutch financial regulations. The agreement is particularly relevant for working capital optimization, supply chain finance programs, and securitization transactions. It incorporates specific requirements of Dutch law regarding assignment (cessie), notification requirements, and enforceability, while also addressing EU-wide requirements such as data protection under GDPR.

What sections should be included in a Receivables Purchase Agreement?

1. Parties: Identification of seller and purchaser with full legal details

2. Background: Context of the transaction and commercial rationale

3. Definitions and Interpretation: Comprehensive definitions of terms used and interpretation rules

4. Sale and Purchase: Core provisions regarding the transfer of receivables

5. Purchase Price and Payment: Calculation and payment mechanisms for the receivables

6. Conditions Precedent: Requirements to be met before purchases can commence

7. Representations and Warranties: Statements of fact and assurances from both parties

8. Undertakings: Ongoing obligations of the parties

9. Perfection and Protection of Sale: Requirements for legally perfecting the sale of receivables

10. Collections and Payments: Management of receivables collections and payment flows

11. Taxes: Treatment of taxes and VAT implications

12. Data Protection and Confidentiality: Handling of personal data and confidential information

13. Events of Default: Circumstances constituting default and consequences

14. Termination: Rights and process for ending the agreement

15. Miscellaneous: Standard boilerplate provisions

16. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction provisions

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

1. Servicing Provisions: Required when the seller continues to service the receivables post-sale

2. Revolving Purchase Mechanism: Needed for ongoing purchase arrangements rather than one-time sales

3. Credit Enhancement: Include when additional security or support is required

4. Third Party Rights: Required when other parties have interests in the receivables

5. Back-up Servicing: Include when a back-up servicer arrangement is required

6. Parent Company Guarantee: When parent company support is required

7. Security Arrangements: Required when additional security is being provided

8. Set-off Protection: Include when set-off risks need specific treatment

What schedules should be included in a Receivables Purchase Agreement?

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

2. Form of Transfer Notice: Standard form for notifying purchase of receivables

3. Purchase Price Calculation: Detailed methodology for calculating purchase price

4. Seller Power of Attorney: Form of power of attorney for perfection actions

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

6. Data Protection Provisions: Detailed data handling and protection requirements

7. Receivables List: Template for identifying and listing purchased receivables

8. Conditions Precedent Documents: List of required documentation

9. Service Level Agreement: Detailed servicing requirements if applicable

10. Forms of Reports: Templates for required reporting

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

Agreement Contract

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Manufacturing

Retail

Healthcare

Technology

Construction

Energy

Telecommunications

Professional Services

Transportation

Consumer Goods

Industrial

Agriculture

Wholesale Trade

Relevant Teams

Legal

Finance

Treasury

Credit Management

Accounts Receivable

Risk Management

Compliance

Operations

Portfolio Management

Structured Finance

Relevant Roles

Chief Financial Officer

Treasury Manager

Finance Director

Legal Counsel

Commercial Director

Credit Manager

Accounts Receivable Manager

Risk Manager

Compliance Officer

Operations Manager

Portfolio Manager

Structured Finance Manager

Working Capital Manager

Transaction 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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