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Receivables Purchase Agreement Template for Singapore

A Receivables Purchase Agreement under Singapore law is a legally binding contract that facilitates the sale and transfer of accounts receivable from one party (seller) to another (purchaser). This agreement is commonly used in trade finance and factoring arrangements, governed by Singapore's robust commercial law framework, including the Civil Law Act and Companies Act. It details the terms of sale, purchase price, representations and warranties, and ongoing obligations of the parties, while ensuring compliance with Singapore's registration and notice requirements.

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What is a Receivables Purchase Agreement?

The Receivables Purchase Agreement is a crucial document in Singapore's commercial landscape, primarily used when businesses seek to monetize their accounts receivable or manage working capital. This agreement type is particularly relevant in trade finance, factoring, and supply chain finance arrangements. Under Singapore law, such agreements must comply with specific requirements for assignment of receivables, including notice provisions under the Civil Law Act and registration requirements under the Companies Act. The document typically includes detailed provisions on purchase price calculation, representations about the quality of receivables, and mechanisms for ensuring effective transfer of title.

What sections should be included in a Receivables Purchase Agreement?

1. Parties: Identification of seller and purchaser of receivables

2. Background: Context of the transaction and existing relationships

3. Definitions: Key terms used throughout the agreement including defined terms for Receivables, Purchase Price, Cut-off Date, etc.

4. Sale and Purchase: Core terms of the receivables purchase including transfer mechanism and scope

5. Purchase Price: Pricing mechanism, payment terms, and calculation methodology

6. Conditions Precedent: Requirements to be satisfied before completion including due diligence and documentation

7. Representations and Warranties: Statements of fact and assurances by parties regarding capacity, authority, and receivables quality

8. Perfection Requirements: Steps required to perfect the assignment including notices and registrations

9. Governing Law and Jurisdiction: Choice of Singapore law and jurisdiction for dispute resolution

What sections are optional to include in a Receivables Purchase Agreement?

1. Security Arrangements: Additional security provisions where collateral or other security is required

2. Servicing Arrangements: Terms for ongoing collection and management of receivables where seller continues as servicer

3. Buy-Back Provisions: Terms for repurchase of receivables in case of breach or other specified events

4. Credit Enhancement: Additional credit support mechanisms such as reserves or overcollateralization

What schedules should be included in a Receivables Purchase Agreement?

1. Schedule of Receivables: Detailed list of receivables being purchased including relevant details and outstanding amounts

2. Eligibility Criteria: Specific criteria that receivables must meet to be eligible for purchase

3. Form of Transfer Notice: Template for notices to be sent to debtors informing them of the assignment

4. Form of Assignment: Template for formal assignment documentation required under Singapore law

5. Pricing Schedule: Detailed pricing calculations, formulae and adjustment mechanisms

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Singapore

Document Type

Agreement Contract

Cost

Free to use

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