Factoring Receivables Agreement for South Africa

Factoring Receivables Agreement Template for South Africa

A comprehensive legal agreement governed by South African law that establishes the terms and conditions under which a financial institution (Factor) purchases accounts receivable from a business (Client). The agreement details the purchase price calculation, eligibility criteria for receivables, operational procedures, representations and warranties, and compliance requirements under South African legislation including the National Credit Act and FAIS Act. It includes provisions for collection procedures, recourse mechanisms, and security arrangements while ensuring compliance with local banking and financial services regulations.

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What is a Factoring Receivables Agreement?

The Factoring Receivables Agreement is a crucial financial instrument in South African business operations, designed to provide working capital solutions through the sale of accounts receivable. This document is utilized when a business wishes to monetize its receivables by selling them to a financial institution (Factor) at a discount. The agreement comprehensively addresses all aspects of the factoring relationship, including receivables eligibility, purchase price calculations, operational procedures, and compliance with South African regulatory requirements. It incorporates necessary provisions under the National Credit Act, FAIS Act, and other relevant legislation, while establishing clear mechanisms for collections, payments, and dispute resolution. The agreement is particularly important in the South African context where businesses seek alternative financing solutions and must navigate specific regulatory requirements in the financial services sector.

What sections should be included in a Factoring Receivables Agreement?

1. Parties: Identification of the Factor and the Client (seller of receivables)

2. Background: Context of the agreement, including the Client's business and purpose of factoring arrangement

3. Definitions and Interpretation: Definitions of key terms including Receivables, Eligible Receivables, Purchase Price, Advance Rate, etc.

4. Assignment of Receivables: Core provisions regarding the sale and assignment of receivables, including mechanism and effectiveness

5. Purchase Price and Payment Terms: Calculation of purchase price, advance rate, reserves, factoring fees and other charges

6. Eligibility Criteria: Criteria for receivables to qualify for purchase under the agreement

7. Representations and Warranties: Client's representations regarding business, receivables, and compliance with laws

8. Covenants: Ongoing obligations of the Client regarding operations, reporting, and compliance

9. Operational Procedures: Procedures for offering receivables, documentation requirements, and payment processing

10. Collections and Payments: Process for collecting receivables, handling payments, and reconciliation

11. Events of Default: Circumstances constituting default and consequences

12. Termination: Terms for termination of the agreement and post-termination obligations

13. Indemnification: Indemnification obligations of the parties

14. Confidentiality: Protection of confidential information and trade secrets

15. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, etc.

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

1. Recourse Provisions: Required when the agreement is with recourse, detailing the Client's obligation to repurchase defaulted receivables

2. Insurance Requirements: Needed when credit insurance is required as part of the arrangement

3. Cross-Border Provisions: Required for international factoring arrangements involving foreign debtors

4. Special Industry Terms: Needed for specific industries with unique receivables characteristics

5. Security Arrangements: Required when additional security is taken beyond the receivables assignment

6. Debtor Notification Requirements: Detailed procedures when immediate notification to debtors is required

7. Electronic Trading Platform Terms: Required when factoring is conducted through an electronic platform

8. Credit Enhancement Provisions: Needed when additional credit support mechanisms are implemented

What schedules should be included in a Factoring Receivables Agreement?

1. Schedule 1 - Eligible Receivables Criteria: Detailed criteria for receivable eligibility including age, jurisdiction, currency requirements

2. Schedule 2 - Fee Schedule: Detailed breakdown of all fees, charges and calculation methodologies

3. Schedule 3 - Operational Procedures: Detailed procedures for daily operations, reporting and reconciliation

4. Schedule 4 - Form of Assignment Notice: Template for formal assignment notices for receivables

5. Schedule 5 - Debtor Notification Template: Standard form for notifying debtors of the assignment

6. Schedule 6 - Required Reports: Templates and requirements for regular reporting by the Client

7. Schedule 7 - Excluded Debtors: List of debtors whose receivables are excluded from the facility

8. Appendix A - Computer Systems Specifications: Technical requirements for electronic submission and reporting

9. Appendix B - Compliance Requirements: Detailed regulatory compliance requirements and 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

South Africa

Publisher

Genie AI

Document Type

Financing Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Manufacturing

Wholesale Trade

Retail

Construction

Transportation and Logistics

Technology

Healthcare

Agriculture

Mining

Textiles

Professional Services

Relevant Teams

Legal

Finance

Treasury

Credit

Risk Management

Compliance

Operations

Collections

Commercial

Trade Finance

Business Development

Accounts Receivable

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Credit Manager

Accounts Receivable Manager

Commercial Director

Legal Counsel

Compliance Officer

Risk Manager

Financial Controller

Business Development Manager

Operations Manager

Credit Analyst

Collections Manager

Trade Finance 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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