有追索权的国内保理合同英文版Domestic Factoring Contract with Re.docx

1、有追索权的国内保理合同英文版Domestic Factoring Contract with Re Domestic Factoring Contract with RecourseParty A: * Co., LtdAddress: Post Code: Legal Representative: Responsible person: Tel: Tel:Fax: Fax:Party B: China Construction Bank Co., Ltd, * Sub-branchAddress: Post Code:Legal Representative: Responsible pe

2、rson: Tel: Tel: Fax: Fax: WHEREAS：Party A sales goods/provides services on credit, and applies to Party B for factoring service with recourse. With reference to relevant laws and regulations, Party A and Party B after reaching an agreement through negotiations, hereby enter into this Domestic Factor

3、ing Contract (the “Contract”).Chapter One DefinitionsArticle 1 In this contract and other files for this service, unless otherwise stated, terms are defined as follows:1. Factoring with recourse: Party A transfers to Party B its account receivables that originate from product sales to purchasers, pr

4、ovision of services by Party A as well as based upon other reasons. Party B will provide Party A with account receivables financing services and related comprehensive financing services. If any purchaser fails to pay off account receivables within an agreed period, Party B is authorized to collect t

5、he outstanding receivables;2. Commercial Contract means any contracts entered into by and between Party B and purchasers, upon which account receivables under the Contract occur;3. Purchaser: One party of a commercial contract, who buys goods or services from Party A and undertakes obligation of pay

6、ment.4. Account Receivables means sole, concrete, specific and exclusive, undisputable and legitimate credits deriving from authentic, legitimate transactions and relationship of debts and credits that exist between Party A and purchasers;5. Maximum Prepayment: The highest amount of prepayment for f

7、actoring that Party B could provide in line with Party As application;6. Prepayment means the prepayment of Party B to Party A in accordance with the qualified accounts receivables before its maturity date. 7. Ratio of Prepayment: prepayment to corresponding account receivable ratio;8. Interest of P

8、repayment: fees charged to Party A for use of fund of Party B;9. Qualified Account Receivables means the account receivables Party A transfers to Party B which also satisfies the following conditions: (1) based on normal legal traction; (2) pricing and payment in RMB unless Party A or/and the purcha

9、ser registered in bonded area of China; (3) lawfully possessed by Party A and transferrable, with no defects of title;(4) Party A has performed and will perform its obligations under the commercial contract;(5) other requirements of Party B;Party B can provide prepayment for qualified account receiv

10、ables under this contract.10. Unqualified Account Receivables: account receivables which is not qualified, or/and account receivables repurchased;11. Commercial Invoice means the written notice with the amount and maturity date of account receivables which Party A sends to the purchasers;12. Account

11、 Receivable Management: Party B assists Party A with the account receivable management under this contract;13. Indirect Payment means the transferred account receivables which purchasers do not make the payment to Party Bs designated account;14. Complaints: The purchasers refuse to accept the goods/

12、services or invoices for any reason, or the purchasers claim to the account receivables for any reason, or the purchasers do not make the payment fully in time for any reason, or a third person claims right of the account receivables;15. Delivery of goods: Party A delivers the goods or provides serv

13、ices to the purchasers in light of commercial contract or in usual ways;16. Repurchase of Account Receivables: When some circumstances in the contract occurs, Party A bears the obligation to repurchase the account receivables from Party B unconditionally at the contractual price.17. Maturity Date of

14、 Account Receivables: the date of payment determined by commercial invoices and contracts of corresponding account receivables, or changed date of payment with Party Bs consent;18. Working Days: business days of Party B, except legal and public holidays; 19. Days: running days.Chapter Two Effectiven

15、ess, Modification and Abolishment of Maximum PrepaymentArticle 2After Party Bs examination and rectification, Party B shall issue RMB * yuan. The term of validity is from the effective date of this contract to 1st January, 2010.The appendix I “List of Limit of Factoring with Recourse” is an insepara

16、ble component of this contract. Article 3The maximum prepayment is a revolving line of credit.Article 4 Party B is entitled to modify the maximum prepayment unilaterally in line with the change of credit standing of the Purchaser or Party A, and notify Party A in written form hereafter. The modifica

17、tion decision becomes effective when it reaches Party A. Party A acknowledge that Party B is entitled to send the above modification decision by telephone or fax in emergency circumstances. Article 5 Party A can submit a written application for the adjustment of the maximum prepayment to Party B, if

18、 there is such a need. Party B will notify Party A of the modification decision in written form after examination.Chapter Three Choice of Factoring Service and Transfer of Account ReceivablesArticle 6Under this contract, Party A and Party B chose the following type of factoring service: ( for the ch

19、osen type)( ) Disclosed Recourse Factoring( ) Undisclosed Recourse Factoring( ) Different type of factoring for different purchaser, which is subject to Appendix IArticle 7Through negotiation Party A and Party B agree that, in the duration of this contract, Party A sales goods/provides services on c

20、redit to purchasers, and transfers the following type of account receivables to Party B: ( for the chosen type)( ) All account receivables. Unless this contract terminates, Party A bears the obligation to transfer account receivables to Party B before the full recovery of prepayment, interest, commi

21、ssions and other fees, even if Party B has stopped providing prepayment.( ) Specific account receivables. Transfer of account receivables under this contract means Party A transfers the account receivables and all rights thereof to Party B altogether in accordance with this contract.Article 8Unless

22、otherwise stated, Party A shall provide Party B the following files in line with the type of factoring service:1. As to the transfer of all account receivables in disclosed recourse factoring:(1) Send “Advice of Transfer of Account Receivables (ALL)” to purchasers, and get the delivery receipt;(2) S

23、ubmit “Confirmation Letter of Transfer of Account Receivable” and confirmation list to Party B, after every delivery of goods to purchasers;(3) Send purchasers “Confirmation Letter of Transferred Account Receivable” as required by Party B, after every delivery of goods and get the delivery receipt.2

24、. As to the transfer of specific account receivables in disclosed recourse factoring:(1) “Application of Transfer of Account Receivables” and list of transfer;(2) Send “Advice of Transfer of Account Receivables (SPECIFIC)” to purchasers, and get the delivery receipt.3. As to the transfer of all acco

25、unt receivables in undisclosed recourse factoring:(1) “Advice of Transfer of Account Receivables (ALL)” signed by Party A(2) Send purchasers “Advice of Change of Account” and ask the purchasers to transfer the payment to the factoring account;(3) Submit “Confirmation Letter of Transfer of Account Re

26、ceivable” and confirmation list to Party B, after every delivery of goods to purchasers;(4) Submit “Confirmation Letter of Transferred Account Receivable” which is signed by Party A to Party B, after every delivery of goods.4. As to the transfer of specific account receivables in undisclosed recours

27、e factoring:(1) “Application of Transfer of Account Receivables” and list of transfer;(2) Send purchasers “Advice of Change of Account” and ask the purchasers to transfer the payment to the factoring account;(3) “Advice of Transfer of Account Receivables (SPECIFIC)” signed by Party A.5. Party A need

28、s to provide Party B the following files whatever type this recourse factoring is:(1) commercial contract;(2) invoices;(3) files to certify the performance of the commercial contract;(4) other documents required by Party B.Article 9 In disclosed recourse factoring, “Advice of Transfer of Account Rec

29、eivables (ALL)”, “Confirmation Letter of Transferred Account Receivable” or “Advice of Transfer of Account Receivables (SPECIFIC)” may not be send to purchasers by Party B, however, Party B reserves the right to send above letters to purchasers directly or ask Party A to notify purchasers at any tim

30、e.Article 10 As to the transfer of all account receivables, all account receivables listed in Appendix I is transferred when this contract becomes effective. As to the transfer of specific account receivables, all account receivables listed in list of transfer is transferred when Party B sends Party

31、 A “Acceptance Notice of Transfer of Account Receivables” and list of transfer. Party A shall assist Party B with the registration of the transfer. Article 11 Party B enjoys all the rights of Party A under the account receivables after the transfer; however, Party B bears no obligation under the com

32、mercial contract between Party A and purchasers.Chapter Four Account Receivables ManagementArticle 12 Party B accepts Party As application and provide account receivables management service, then Party B shall provide reports listed in Appendix II to Party A for account reconciliation. The appendix II is an inseparable component of this contract.Article 13 Party A shall raise objections within five days after the reception of the reports,