UNIDROIT Convention on international factoring (Ottawa, 28.V.1988)

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UNIDROIT CONVENTION

on international factoring

Ottawa, 28.V.1988

See the text of the document in Russian

Preamble

Chapter I. Sphere of application and general provisions (Articles 1-4)

Chapter II. Rights and duties of the parties (Articles 5-10)

Chapter III. Subsequent assignments (Articles 11-12)

Chapter IV. Final provisions (Articles 13-23)

The States Parties to this Convention,

Conscious of the fact that international factoring has a significant role to play in the development of international trade,

Recognising therefore the importance of adopting uniform rules to provide a legal framework that will facilitate international factoring, while maintaining a fair balance of interests between the different parties involved in factoring transactions,

Have agreed as follows:

CHAPTER I. SPHERE OF APPLICATION

AND GENERAL PROVISIONS

Article 1

1. This Convention governs factoring contracts and assignments of receivables as described in this Chapter.

2. For the purposes of this Convention, "factoring contract" means a contract concluded between one party (the supplier) and another party (the factor) pursuant to which:

(a) the supplier may or will assign to the factor receivables arising from contracts of sale of goods made between the supplier and its customers (debtors) other than those for the sale of goods bought primarily for their personal, family or household use;

(b) the factor is to perform at least two of the following functions:

- finance for the supplier, including loans and advance payments;

- maintenance of accounts (ledgering) relating to the receivables;

- collection of receivables;

- protection against default in payment by debtors;

(c) notice of the assignment of the receivables is to be given to debtors.

3. In this Convention references to "goods" and "sale of goods" shall include services and the supply of services.

4. For the purposes of this Convention:

(a) a notice in writing need not be signed but must identify the person by whom or in whose name it is given;

(b) "notice in writing" includes, but is not limited to, telegrams, telex and any other telecommunication capable of being reproduced in tangible form;

(c) a notice in writing is given when it is received by the addressee.

Article 2

1.  This Convention applies whenever the receivables assigned pursuant to a factoring contract arise from a contract of sale of goods between a supplier and a debtor whose places of