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Receivables Sale Agreement Template for Germany

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Key Requirements PROMPT example:

Receivables Sale Agreement

"I need a German law Receivables Sale Agreement for the sale of trade receivables from my manufacturing company to ABC Bank GmbH, with the first transfer scheduled for March 1, 2025, including ongoing servicing arrangements where we continue to collect the receivables."

Document background
The Receivables Sale Agreement is a crucial financial instrument used when a company wishes to monetize its accounts receivable or optimize its working capital position. This document, governed by German law, enables businesses to convert future payment rights into immediate liquidity while ensuring compliance with German legal requirements. The agreement comprehensively details the terms and conditions for the sale of receivables, including purchase price mechanisms, representations about the quality and status of the receivables, and specific transfer requirements under German law. It's particularly valuable for businesses seeking alternative financing solutions or implementing structured finance arrangements. The document addresses key German law considerations such as assignment requirements under the BGB, true sale criteria for insolvency remoteness, and data protection compliance under GDPR and BDSG.
Suggested Sections

1. Parties: Identification of the seller and purchaser with full legal details as required under German law

2. Background: Context of the transaction and brief description of the receivables being sold

3. Definitions and Interpretation: Defined terms and interpretation rules, including German law-specific concepts

4. Sale and Purchase: Core provisions regarding the sale and assignment of receivables, including mechanics compliant with §398 BGB

5. Purchase Price and Payment: Purchase price calculation, payment terms, and adjustment mechanisms

6. Conditions Precedent: Requirements to be satisfied before completion of the sale

7. Completion: Mechanics and timing of the completion process, including documentation requirements

8. Representations and Warranties: Seller's and purchaser's representations, including specific German law requirements

9. Undertakings: Ongoing obligations of the parties post-completion

10. Tax Provisions: VAT and other tax-related provisions specific to German receivables sales

11. Notices: Communication requirements and contact details

12. Confidentiality: Confidentiality obligations and permitted disclosures

13. Data Protection: GDPR and BDSG compliance provisions

14. Governing Law and Jurisdiction: German law as governing law and jurisdiction provisions

Optional Sections

1. Security Arrangements: Additional security or collateral arrangements, used when additional security is required

2. Servicing Provisions: Terms for ongoing servicing of the receivables, used when the seller continues to service the receivables

3. Credit Insurance: Provisions regarding credit insurance arrangements, used when receivables are insured

4. True Sale Provisions: Enhanced true sale provisions, particularly important for securitization transactions

5. Bank Account Arrangements: Specific provisions for handling collections accounts, used when complex payment arrangements are required

6. Transfer of Related Rights: Provisions for transferring related security rights and guarantees, used when receivables have associated security

7. Sub-Participation: Alternative structure provisions, used when direct assignment is not preferred

8. regulatory Compliance: Additional regulatory provisions, required when parties are regulated entities

Suggested Schedules

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

2. Schedule 2 - Eligibility Criteria: Criteria that receivables must meet to be eligible for sale

3. Schedule 3 - Form of Transfer Notice: Template for formal transfer notices under German law

4. Schedule 4 - Completion Documents: List and forms of required completion documents

5. Schedule 5 - Purchase Price Calculation: Detailed methodology for calculating the purchase price

6. Schedule 6 - Form of Notification to Debtors: Template for notifying debtors of the assignment where required

7. Appendix 1 - Existing Security Rights: Details of any existing security rights attached to the receivables

8. Appendix 2 - Data Protection Procedures: Detailed procedures for handling personal data in compliance with GDPR

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions





















































Clauses









































Relevant Industries

Banking and Financial Services

Manufacturing

Retail

Wholesale Trade

Technology

Healthcare

Construction

Automotive

Energy

Telecommunications

Professional Services

Transportation and Logistics

Relevant Teams

Legal

Finance

Treasury

Credit Control

Accounts Receivable

Risk Management

Compliance

Operations

Commercial

Business Development

Tax

Accounting

Relevant Roles

Chief Financial Officer

Treasury Manager

Finance Director

Legal Counsel

Corporate Lawyer

Accounts Receivable Manager

Credit Controller

Risk Manager

Transaction Manager

Structured Finance Manager

Working Capital Manager

Financial Controller

Commercial Director

Business Development Manager

Compliance Officer

Operations 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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