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The Accounts Receivable Purchase Agreement is a vital financial instrument used in German commercial practice to facilitate working capital financing and liquidity management. It enables companies to monetize their accounts receivable by selling them to financial institutions or specialized purchasers, thereby improving cash flow and reducing credit risk. The agreement must comply with German civil law requirements, particularly the provisions of the Bürgerliches Gesetzbuch (BGB) regarding assignments, the Handelsgesetzbuch (HGB) for commercial aspects, and relevant banking regulations if the purchaser is a financial institution. The document typically includes detailed provisions on purchase mechanics, servicing arrangements, representations about the receivables' quality, and compliance with German and EU regulatory requirements, including data protection laws. It's particularly useful for companies seeking alternative financing solutions or wanting to optimize their working capital management through off-balance-sheet financing structures.

1. Parties: Identification of the Seller and Purchaser with full legal entity details

2. Background: Context of the transaction and brief description of the parties' business relationship

3. Definitions and Interpretation: Defined terms, interpretation rules, and currency conventions

4. Sale and Purchase: Core provisions for the sale and assignment of receivables, including purchase price calculation

5. Eligibility Criteria: Criteria that receivables must meet to be eligible for purchase

6. Purchase Mechanics: Operational procedures for offering and purchasing receivables, including timing and delivery requirements

7. Representations and Warranties: Seller's representations regarding the receivables and both parties' general representations

8. Servicing and Collections: Arrangements for servicing the receivables and collecting payments from debtors

9. Payment and Settlement: Terms for payment of purchase price and settlement of amounts between parties

10. Recourse and Repurchase: Circumstances requiring repurchase of receivables by the seller

11. Information and Reporting: Reporting requirements and information sharing obligations

12. Tax and VAT: Treatment of tax matters and VAT considerations

13. Confidentiality: Provisions regarding confidential information and data protection

14. Events of Default: Circumstances constituting default and consequences

15. Termination: Terms for ending the agreement and post-termination obligations

16. Miscellaneous: Standard boilerplate provisions including notices, amendments, and governing law