Receivables Transfer Agreement Template for Netherlands

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Key Requirements PROMPT example:

Receivables Transfer Agreement

"I need a Receivables Transfer Agreement under Dutch law for the sale of €5 million in trade receivables from my manufacturing business to a factoring company, with the transfer to be completed by March 2025."

Document background
The Receivables Transfer Agreement is a crucial document used in financial and commercial transactions under Dutch law when one party wishes to transfer its rights to receive payments (receivables) to another party. This type of agreement is commonly used in factoring, securitization, or business restructuring scenarios. It must comply with the Dutch Civil Code (Burgerlijk Wetboek), particularly Books 3 and 6, which govern property law and obligations. The agreement covers essential elements such as the identification of receivables, transfer mechanics, representations about the receivables' quality, and procedures for perfecting the transfer. It's particularly important in transactions where businesses need to monetize their receivables or transfer them as part of a larger financial arrangement. The document includes specific provisions required under Dutch law for the valid transfer of receivables, including requirements for notification to debtors and formalities for the assignment.
Suggested Sections

1. Parties: Identification of the transferor and transferee, including full legal names and registration details

2. Background: Context of the transfer, relationship between parties, and commercial purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules of interpretation

4. Transfer and Assignment: Core provisions regarding the transfer of receivables, including the legal mechanism of transfer and consideration

5. Conditions Precedent: Conditions that must be satisfied before the transfer becomes effective

6. Representations and Warranties: Statements of fact and assurances given by the transferor regarding the receivables and their business

7. Undertakings: Ongoing obligations of the parties, particularly the transferor's obligations regarding the receivables

8. Perfection Requirements: Steps required to perfect the transfer under Dutch law, including notification requirements

9. Payment Provisions: Details of the purchase price, payment mechanics, and any adjustments

10. Further Assurance: Obligations to take additional actions to ensure effectiveness of the transfer

11. Notices: Communication requirements and contact details for formal notices

12. Governing Law and Jurisdiction: Confirmation of Dutch law as governing law and jurisdiction for disputes

Optional Sections

1. Security Arrangements: Include when additional security is required for the transferred receivables

2. Servicing Provisions: Include when the transferor will continue to service the receivables post-transfer

3. Data Protection: Include when personal data is involved in the transferred receivables

4. True Sale Provisions: Include when need to emphasize the transfer is a true sale rather than security

5. Buy-Back Provisions: Include when the transferor has the right to repurchase receivables

6. Credit Enhancement: Include when additional credit support mechanisms are required

7. Tax Provisions: Include when specific tax arrangements or allocations need to be addressed

8. Insurance: Include when receivables are insured or insurance arrangements need to be transferred

Suggested Schedules

1. Schedule 1 - Receivables List: Detailed list and description of the receivables being transferred

2. Schedule 2 - Form of Transfer Notice: Template for notices to be sent to debtors regarding the transfer

3. Schedule 3 - Eligibility Criteria: Criteria that receivables must meet to be eligible for transfer

4. Schedule 4 - Form of Assignment Deed: Template for the formal deed of assignment under Dutch law

5. Schedule 5 - Contract Information: Details of underlying contracts giving rise to the receivables

6. Schedule 6 - Administrative Procedures: Procedures for managing and administering the receivables

7. Appendix A - Power of Attorney: Form of power of attorney for executing transfer-related documents

8. Appendix B - Debtor Notification Letter: Template for informing debtors about the transfer of receivables

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

Relevant legal definitions
Relevant Industries

Banking and Financial Services

Asset Management

Insurance

Manufacturing

Retail

Healthcare

Technology

Telecommunications

Energy and Utilities

Professional Services

Real Estate

Construction

Relevant Teams

Legal

Finance

Treasury

Credit Control

Accounts Receivable

Risk Management

Compliance

Commercial

Business Development

Operations

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Legal Counsel

Corporate Lawyer

Finance Manager

Credit Controller

Accounts Receivable Manager

Risk Manager

Commercial Director

Business Development Manager

Compliance Officer

Financial Controller

Transaction Manager

Portfolio 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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