保理融資合同英文版

1、RPAv.1901RECEIVABLES PURCHASE AGREEMENTNON-RECOURSETIliS Deed is made on tle date Set OUt in SChedUIe 1, Part 1.Between:(1)Velotlade ManagemeiIt Limited, a PriVate COmPany Iimited by ShareS incorporated in HOngKOng With COmPanieS RGgiStry number 2277454 (UVelotTade”)； andThe business entity that has

2、 the PartiCUIarS Set OUt in SChedUle 1, Part 2 (the MSelIern)ReCitaIs:(A)The Seiler OwnS ReCeiVabIeS from transactions With DebtOrS Under SUPPly Contracts.The Seiler WiSheS to SelI Trade DebtS to VeIOtrade as approved by VelOtrade Under this Deed.NOW tlis Dee(I WitneSSeS as follows:丄DefinitionS and

3、interpretation1.1Defined terms in this Deecl have the meaning given to them in SChedUle 2, Part 1, UnIeSS the COnteXt requires OtherWiSe1.2WOrdS and expressions USed in this Deed IlaVe the meaning given to them in SChedUle 2, Part 2, UnleSS the COnteXt requires OtIlenisei32ThiS Deed WiIl be interpre

4、ted in accordance With the aids to interpretation Set OUt ill SCIledUIe 2,Part 3, UlIIeSS the COnteXt requires OtherwiSeSale Of Trade Debt2.1Any Sale Of APPrOVed Trade Debt by the SelIer to VelOtrade must COmPIy With this CIaUSe 2AUCtiOn ReqUeSt2.2(a) Tlle SelIer may request VelOtrade to PUrChaSe Tr

5、ade Debt by UPlOading to tle PlatfOrm a COmPleted and SiglIed AUCtiOn ReqUeSt(b) Tlle Seller must include and attach With the AUCtiOn Request:(i)a COPy Of tle COrreSPOnding Invoice;(ii) a COPy Of the COrreSPOndmg Trade Documents; and(iii) SUCh OtIIer documents and information as VeIOtrade may reques

6、t (if any), all Of WhiCh WiIl be (Ieemed to be incorporated into and be Part Of the AUCtiOn ReqUeSt(C) VeIOtrade Will PrOCeSS the AUCtiOn ReqUeSt UPOn UPIOading the AUCtiOn ReqUeSt to the PIatfOrm by the Seller.2.3 The SUbmiSSiOn by the SelIer Of the AUCtiOn ReqUeSt constitutes:(a) an irrevocable Of

7、fer by the SelIer to Sell the COrreSPOndmg Trade Debt to Velotrade; and(b) an irrevocable Undertaking by the SelIer that, SUbjeCt OnIy to delivery Of an AUCtiOn ACCePtanCe by VeIOtrade and COmPIialICe With any COnditiOnS Stated in that AUCtiOn ACCePtanCeJ On tle date Of the AUCtiOn Acceptance, the S

8、elIerJ as beneficial OWrnerJ Wiil SelI and assign and agree to assign absolutely to VeIOtrade all its rights, title and interest in and to tle Trade Debt.AUCtiOn ACCePtanCe2.4 (a) VeIOtrade may PrOCeSS any AUCtiOn ReqUeSt in its SOle discretion. Any Trade Debt Offeredmder an AUCtiOn ReqUeSt that is

9、approved by VelOtrade WiIl be considered an APPrOVed Trade Debt for the PUrPOSe Of tlis Deed.(b) VeIOtrade Will notify the Seller in Writing On Or before the PUrChaSe Date in respect Of APPrOVed Trade Debt by delivering an AUCtiOn ACCePtanCe to tle Seller Via tle PIatfOml(C) DeIiVery Of the AUCtiOn

10、ACCePtanCe COnStitUteS tle COntraCtUal ObIigatiOn Of the Sener to Sell and PUrCllaSe the APPrOVed Trade Debt in accordance With the Agreement and the terms Of the AUCtiOn ACCePtanCe(d) VeIOtrade may terminate the COntraCt fonned by (IeliVery Of the AUCtiOn ACCePtanCe at any time PriOr to the PUrChaS

11、e Date if the SelIer materially breaches the terms Of tlis Agreement Or the AUCtiOn ACCePtanCe ComPIetiOn2.5 On and With effect from the AUCtiOn ACCePtanCeJ WithOUt any further act Or SteP by either VelOtrade Or the Seller:(i) the Undertaking to SelI and assign the APPrOVed Trade Debt given by tle S

12、elIer in the AUCtiOn ReqUeSt WiIl become immediately and automatically effective;(ii) the Sener Will be deemed, as benefiCiaI owner, to have sold, assigned and agreed to assign absolutely to VeIOtrade all its rights, title and interest in and to the APPrOVed Trade Debt; and(iii) all tle SelIefS righ

13、t, title and interest in and to the APPrOVed Trade Debt (including all rights and remedies Of the SelIer against the DebtOr) Will immediately VeSt in VeIOtrade2.6 VelOtrade (IOeS not have any right to require the Seller to repurchase any PUrChaSed Trade Debts, except in accordance WitIl CIaUSe 8.3.

14、TIle Pmclase PriCe3.1 SUbjeCt to tle PerfeCtiOn Of assignment PUrSUant to CIaUSe 4, tle PUrCIlaSe PriCe Of APPrOVed Trade DebtS SIlall be PayabIe by VelOtrade On Or before the date Or PeriOd Set OUt in SChedlIle 牛 VelOtrade may, in its discretion, elect to Pay the PUrCIlaSe PriCe in instalments InSt

15、almentS Of the PUrCllaSe PriCe may be Paid at SUCll time after tle PUrCIlaSe Date and in SUCll amount as VelOtrade may decide at its discretion 3.2 The PUrChaSe PriCe Of APPrOVed Trade DebtS WilI be CalCUlated in accordance With SClledUle 4.3.3 FeeS and CIIargeS Payable in IeSPeCt Of PUrChaSed Trade

16、 DebtS Win be CaIClllated in accordance With CIaUSe 9 and SChedUle 4.4 PerfeCtiOn Of ASSignment牛 1VelOtrade Will deliver an ASSiglIment NOtiCe to the DebtOr on the PUrChaSe Date.4.2 The Seller Shail at its OWn COSt execute any document and PerfOrm all acts as VelOtrade directs to PerfeCt the assignm

17、ent Of PUrChaSed Trade DebtS to Velotrade, and to PrOCUre DebtOrS to PrOVide acknowledgement to the ASSignment Notice.4.3 The Sener Shall IIOld in trust for VelOtrade and SeParateIy from the SellefS Own PrOPertyT any PUrCllaSed Trade DebtS ill CirCUmStanCeS WlIere OvVTllerShiP Of tle PUrChaSed Trade

18、 Debt WaS not transferred fully ad effectively to VelOtrade5 COlIeCtiOn5.1 (a) VeIOtrade may as it COnSiderS appropriate in its SOle discretion:(i) enforce PayTment Of and COlleCt any PUrChaSed Trade Debts; Or(ii) institute, defend Or COmPrOmiSe PrOCeedingS in respect Of any PUrChaSed Trade Debts.(b

19、) VeIOtrade may USe the SelIerS name in any SUCIl enforcement, COlleCtiOIl Or PrOCeedingS (C) TIle Seller Win COmPIy and CO-OPerate PrOmPtIy and to the fullest extent PraCticable, at tle SOle COSt Of the SellerJ in ay SUCll enforcement, COlIeCtiOn Or proceedings, including by the PrOdUCtiOn Of docum

20、ents and tle giving Of evidence 5253546.6.6.2637-7i7273(d) Tlle Seller ShaIl at its OWn COSt execute any document, endorse all instruments, and PerfOrm all acts as VelOtrade directs to enforce Payrment Of Or COneCt any PUrChaSed Trade DebtS The Seller WiIl ensure that each InVOiCe in respect Of a PU

21、rChaSed Trade Debt bears a PrOminent and Iegible IIOtiCe indicating that the PUrChaSed Trade Debt has been PUrCIlaSed by VelOtrade and is PayabIe Only to Velotrade. The SelIer authorises VeIOtrade to apply tle notice Under tlis CIaUSe5.2 to any InVOiCe in its POSSeSSiOn to be issued by VelOtrade in

22、respect Of a PUrChaSed Trade Debt.(a) Tlle Seller Will deliver to VelOtrade PrOmPtIy UPOn its receipt to VeIOtrade all tle identical monies, ClleqUeS and Other instruments Of Payrment received by the SelIer in Or On account Of Payment Of any PUrChaSed Trade Debts.(b) If VelOtrade directs, the Seller

23、 Will PrOmPtIy pay, remit Or deliver all SUCh monies, CheqUeS and OtIIer instruments Of Payment to SUCIl bank account as VelOtrade may (IireCt in writing, and Will hold all SUCIl monies, CheqUeS and Otller instruments Of Payment in trust for and to the Order Of VelOtrade(a) TIle SelIer ShalI give im

24、mediate instructions to any banker Or OtIler PerSOn WitIl WIlOm the Seller maintains an account to Pay to VelOtrade Or direct to Velotrade1S bankers the PrOCeedS Of any bank Credit transfer relating to any PUrChaSed Trade DebtS WhiCIl is received in the Seller,s account(b) Tlle SelIer ShaiI give Vel

25、otrade1S bankers SUCh documents, information and instructions as they may IeqUire Or request to COlIeCt CheqUeS made Payable to the Seller in respect Of PUrChaSed Trade DebtS WhiCh are not transferableWalTaiItieS and UndertakiUgSThe SeIIer represents and WarrantS to VeIOtrade in the te*ms Set OUt in

26、 SChedUle 3, Part 1EaCh Of the representations and WarrantieS given Under CIaUSe 6.1 WilI be COrreCt in all respects and not misleading in any respect On the date Of AUCtiOn ACCePtanCeThe SeIIer InIdertakeS to VelOtTade in tle terms Set OUt ill SChedUle 3, Part 2EVent Of DefaUItOn Or at any time aft

27、er the OCCIInence Of any Of events Set OUt in SChedUIe 3, Part 3, VeIOtrade may declare that an EVent Of DefaUIt IIaS OCCUned by giving notice in Writing to the SeiIerVelOtrade may declare that an EVent Of DefaUIt IlaS OCCUrre(I Under CIaUSe 7.1 if VelOtrade reasonably believes that any event IiSted

28、 ill SChedUle 3, Part 3 is IikeIy to OCCUr Or is threatened(a) UPOn the OCCUlTenCe Of an EVent Of Default, VelOtrade may:(i) immediately terminate this Deed by giving ¼itten notice to tle Seller; and(ii) (if the CirCUmStanCeS in CIaUSe 8.1 apply) give a RePUrChaSe NOtiCe to the Seller in respec

29、t Of any PUrChaSed Trade DebtS(b) Any termination Of tlis Deed Shall be WithoUt PrejUdiCe to any Other rights Of VelOtraCle and ShaII IlOt discharge any Iiability Of the Seller to VelOtrade With respect Of all PUrChaSed Trade DebtS PUrChaSed by VeIOtI*ade PriOr to tle date Of termination.7.4 The SeI

30、Ier ShalI On demand indemnify VelOtrade against any COStS Or CIaimS SUStained Or incurred by VelOtrade as a result Of tle OCCilrrenCe Of an EVent Of DefaUlt8. RePmeClIaSe ObligatiOUS8.1 VelOtrade Will USe reasonable endeavours to recover DefaUlt AlnOUntS by making ClaimS Under its InSUranCe Policies

31、. If CIamlS Under its InSUranCe POliCieS are rejected by insurers SUClI that DefaUIt AInOUntS are not recoverable (Whether fully Or in Part) Under the InSUranCe Policies, then VelOtrade may give a RePUrChaSe NOtiCe to the SelIer in respect Of those PUrCIlaSed Trade DebtS8.2 Any PlIrChaSed Trade Debt

32、 that is the SUbjeCt Of a RePUrChaSe NOtiCe Wiil be COnSidered a RePUrChaSed Trade Debt for the PUrPOSe Of this Deed.8.3 DeliVeryT Of the RePUrChaSe NOtiCe by VeIOtrade COnStitUteS the absolute SaIe and assignment, effective immediately, by Velotrade, as beneficial owner，to the Seller Of all its rig

33、hts, title and interest in and to the relevant RePUrCIlaSed Trade Debt, SUbjeCt OnIy to PayTment Of the RePUrChaSe PriCe Under CIaUSeS 8.7 Or 888.4 DeliVeryr Of a RePUrChaSe NOtiCe Will be deemed to OCCUr On tle (IeIiVery to the SelIer Via the PlatfOrm Of the RePUrChaSe NOtiCee8.5 UPOn COmPIetiOn Of

34、 the Sale and PUrChaSe Of a RePUrChaSed Trade Debt, VelOtrade WiIl (IeliVer to the DebtOr a ReaSSignment NOtiCe8.6 The Seller ShaiI at its Own COSt execute any ClOCUment and PerfOrm all acts as VeIOtrade directs to PerfeCt the Sale and assignment Of RePUrChaSed Trade DebtS to the Seller, and (if req

35、uired by VelOtrade) to PrOCUre DebtOrS to PrOVide acknowledgement to the ReEissignment Notice.8.7 The RePUrChaSe PriCe Payable by the Sener for RePUrChaSed Trade DebtS WilI be the SUm of:(a) the POrtiOn Of the Original PUrChaSe PriCe Of those Repurchased ReCeiVabIeS Paid to the Seller by VelOtrade (

36、but after allowing for any amounts actually received in PaymGnt Of those RePUrChaSed ReCeiVabIeS Whether from the DebtOr Or any Other third party);(b) the DiSCOUnt Charge in respect Of those RePUrChaSed Receivables;(C) OUtStanding accrued DefaIllt ChargeS in respect Of those RePUrCllaSed Receivables

37、; and(d) the COStS incurred by VelOtrade in respect Of the RePUrCIlaSed Trade DebtS (including COStS Of collection).8.8 VelOtrade Shall remain the OWrlIer Of RePUrChaSed Trade DebtS UntiI the RePUrChaSe PriCe has been fully discharged by the Seller8.9 The Sener ievocably agrees and COnfirmS the Sale

38、 and PUrChaSe Of a RePUrChaSed Trade Debt, and its ObIigatiOnS to Pay tle RePlIrChaSe Price, Under this CIaUSe 8, WithOUt the IeqUirement for any acknowledgement Or COnfirmatiOn at the time Of any SUCh transaction9 FeeS9.1 (a) TIle Sener ShalI Pay tle PrOCeSSing Fee to VeIOtrade in respect Of each P

39、UrChaSedReCeiVabIe (b) TIle PrOCeSSing Fee is Payable SimUItaneOUSIy With the Payrment Of the PUrChaSe PriCe (Or any instalment Of the PUrCllaSe PriCe)9.2 The SelIer Sllall Pay the DiSCOUnt Charge (calculated as an integral Part Of the PUrChaSe PriCe) to VelOtrade in respect Of each PUrChaSed ReCeiV

40、abIe9.3 (a) Tlle SelIer Shail Pay the DefaUlt Cllarge to VeIOtrade in respect Of Defalllt AnIOUlltS(b) Accued DefaUlt CIlargeS are Payable at the end Of each CaIendar month in respect Of DefaUlt AmOUntS 9.4 (a) VeIOtrade may amend its fees from time to time at its SOle discretion.(b) VeIOtrade Will

41、notify the Sener in Writing Of any CIlange to its fees.(C) Amended PrOCeSSing FeeS WiII apply On the Iater to OCCUr Of the next date Of Payment Of the PUrCllaSe PriCe for PUrChaSed Trade DebtSJ Or the first day Of the Calendar montl after the notice Of Change to the PrOCeSSing Fee(d) AnIended DefaUl

42、t ChargeS Will apply On and from the IaSt day Of the Calendar month after the notice Of Change to the Defalllt Charge 9.5 FeeS are not refundable in the event Of CeSSatiOn Or termination Of this Deed9.6 The SelIer authorises VeIOtrade to deduct the PrOCeSSing Fee from the PUrCIlaSe PriCe for any APP

43、rOVed Trade Debt.9.7 All fees are PayabIe in full, WithOUt deduction and in CIeared funds.IO AdlliiniStration10.1 VelOtrade Win maintain a SelIer Ledger ACCOUnt to record all transactions between VelOtrade and the Seller, including (IetaiIS of:(a) all PayTmentS received Or receivable by VelOtrade in

44、 respect Of PUrChaSed Trade DebtS Or RePUrChaSed Trade Debts, Or from the SelIer Or by reason Of recovery7 in respect Of ReIated RightS (WIIiCh WilI be debited to the SelIer Ledger Account); and(b) all PaymentS due Or Paid by VelOtrade to the SelIer in respect Of PUrChaSed Trade Debts.10.2 The Selle

45、r Ledger ACCOUnt WilI be made avaable to the SeIIer Via the PIatfOrm.10.3 In the absence Of any manifest error Or any error in IaWJ the details Of the Seller Ledger ACCOUnt Will be deemed to be COrreCt and binding On tle SelIer except for any error notified by the SelIer Within ten BUSineSS DayS Of

46、that entry being available Via the PIatfOrm.10.4 VelOtrade may Set Off against amounts OWing by VeIOtrade to the Seller:(a) any COStS due by the SelIer to Velotrade; and(b) any CIaimS Of VelOtrade against the Sener11.POWer Of AttOrney11.1 By Way Of SeCUrity for the PerfOrmanCe Of its ObIigatiOnS Imd

47、er this Deed, the Seller hereby irrevocably appoints Velotrade, its directors Or OtIler OffiCerS jointly and SeVeralIy to be the IawfUl attorney Of the Sener to do any and all acts VeIOtrade COnSiderS necessaryr Or desirable to fully and effectively PerfOrm this Deed Or for the PUrPOSe Of giving eff

48、ect to the transactions COntemPIated by this Deed, including:(a) to COmPIeteJ execute and deliver any documents, and to PerfOrm all acts, necessary Or desirable in respect Of the assignment Or reassignment Of APPrOVed Trade DebtS WhiCll are required to be assigned Or IeaSSiglled UndeT this Deed;(b)

49、to enforce all rights Of tle Seller Under and PUrSUant to any UnderlyTing transactions Or COntI,acts in respect Of any UnPaid InVOiCe Or UndiSCharged Approved Trade Debt as may be necessary Or desirable to CarryT OUt tle tenns and COnditiOnS Of this Deed; and(C) resolve disputes With the DebtOrS ad

50、COmPlete any UnderIying transactions Or COntraCtS in respect Of any UnPaid InVOiCe Or InldiSCIlarged Approved Trade Debt11.2 VelOtrade may delegate to One Or more PerSOnS all Or any Of the POWerS referred to in tlis CIaUSe 11 On SUCh terms as it thinks fit and may revoke Or Vary SUCh (IeIegatiOn at

51、any timen311.41212.112.2丄3131132133134135The SelIer UndertakeS to ratify and COnfirm everything WhlCIl VelOtrade does Or puports to do by VTirtUe Of the POWerS granted by this ClaUSe 11.The Seller Win indemnify VeIOtrade and keep VelOtrade indemnified against all COStS Or CIainlS arising from the Ia

52、wfUl exercise Of POWerS Or authorities g*anted by this ClalISe 11.TermThiS Deed is effective On and from the date Of this Deed until:(a) either Party gives to the Other at IeaSt One months PriOr ¼itten notice to terminate this Deed; Or(b) it is terminated in accordance With its terms.Notwithsta

53、nding the termination Of this Deed, the SeIIefS ObligatiOnS Under this Deed COntinUe Until all amounts in respect Of the PUrCIIaSeCl Trade DebtS are fully Paid by the DebtOrS Or the SelIer (as tle CaSe may be).NOtiCeSAny Written notice to be given by a Party Under tlis Deed must be in Writing in the

54、 EngliSIl IangUage in Permanent ¼ritten form Aily demand, notice Or Other documents may be SerVred by Iland delivery, Sent by IegiStere(I POSt Or by COUrier service，Or Sent by electronic mailEaCh demand, notice Or OtIler ClOCUment to be made On Or delivered to any Party to this Deed may be made

55、 Or delivered to that Other PerSOn at its registered OffiCe Or at the address and notice details for each Partyr Set OUt in SCheduIe 1，Part 3.EaCh Party may Vary his notice address for this CIaUSe 13 by giving at IeaSt ten BUSineSS Days, PriOr Written notice to the Other PartieS With the full detail

56、s Of his new notice address and the effective Clate Of that VariatiOn.Any (Iemalid, notice Or document Will be deemed served:(a) if Iland delivered, at the tine Of delivery;(b) if posted, at 10.00 a.m. On the BUSineSS Day next following the day on WhiCh it WaS POSted or, in the CaSe Of SerViCe to Or

57、 from an address OUtSide HOng KOng, at 10.OO am On tle SeVenth BUSineSS Day following the day On WIIiCh it WaS posted; Or(C) if Sent by electronic mail, On the day and time When the recipient Of the demand, notice Or ClOCUment acknowledges receipt in WTriting13.6 In PrOVTing SerXdCe Of a demand, IlO

58、tiCe Or (IOCUment it is SUffiCient to PrOVeJ as tle CaSe may be, that:(a) delivery WaS made;(b) the envelope COntaining the demand, notice Or document WaS PrOPerly addressed and POSted as a registered letter, Or Sent by COUrier service; Or(C) an electronic read receipt WaS received by the Sender Of the email COntaining the demand, notice Or document.13.7 FOr the PUrPOSe Of CIalISeS 13.5(C) and 13.6(c), any electronic mail Sent to the SP