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United Nations Convention on the Assignment of Receivables in International Trade, 2001

PREAMBLE

CHAPTER I - SCOPE OF APPLICATION

Article 1 - Scope of application

Article 2 - Assignment of receivables

Article 3 - Internationality

Article 4 - Exclusions and other limitations

CHAPTER II - GENERAL PROVISIONS

Article 5 - Definitions and rules of interpretation

Article 6 - Party autonomy

Article 7 - Principles of interpretation

CHAPTER III - EFFECTS OF ASSIGNMENT

Article 8 - Effectiveness of assignments

Article 9 - Contractual limitations on assignments

Article 10 - Transfer of security rights

CHAPTER IV - RIGHTS, OBLIGATIONS AND DEFENCES

Article 11 - Rights and obligations of the assignor and the assignee

Article 12 - Representations of the assignor

Article 13 - Right to notify the debtor

Article 14 - Right to payment

Article 15 - Principle of debtor protection

Article 16 - Notification of the debtor

Article 17 - Debtor's discharge by payment

Article 18 - Defences and rights of set-off of the debtor

Article 19 - Agreement not to raise defences or rights of set-off

Article 20 - Modification of the original contract

Article 21 - Recovery of payments

Article 22 - Law applicable to competing rights

Article 23 - Public policy and mandatory rules

Article 24 - Special rules on proceeds

Article 25 - Subordination

CHAPTER V - AUTONOMOUS CONFLICT-OF-LAWS RULES

Article 26 - Application of chapter V

Article 27 - Form of a contract of assignment

Article 28 - Law applicable to the mutual rights and obligations of the assignor and the assignee

Article 29 - Law applicable to the rights and obligations of the assignee and the debtor

Article 30 - Law applicable to priority

Article 31 - Mandatory rules

Article 32 - Public policy

CHAPTER VI - FINAL PROVISIONS

Article 33 - Depositary

Article 34 - Signature, ratification, acceptance, approval, accession

Article 35 - Application to territorial units

Article 36 - Location in a territorial unit

Article 37 - Applicable law in territorial units

Article 38 - Conflicts with other international agreements

Article 39 - Declaration on application of chapter V

Article 40 - Limitations relating to Governments and other public entities

Article 41 - Other exclusions

Article 42 - Application of the annex

Article 43 - Effect of declaration

Article 44 - Reservations

Article 45 - Entry into force

Article 46 - Denunciation

Article 47 - Revision and amendment

ANNEX TO THE CONVENTION

SECTION I - PRIORITY RULES BASED ON REGISTRATION

Article 1 - Priority among several assignees

Article 2 - Priority between the assignee and the insolvency administrator or creditors of the assignor

SECTION II - REGISTRATION

Article 3 - Establishment of a registration system

Article 4 - Registration

Article 5 - Registry searches

SECTION III - PRIORITY RULES BASED ON THE TIME OF THE CONTRACT OF ASSIGNMENT

Article 6 - Priority among several assignees

Article 7 - Priority between the assignee and the insolvency administrator or creditors of the assignor

Article 8 - Proof of time of contract of assignment

SECTION IV - PRIORITY RULES BASED ON THE TIME OF NOTIFICATION OF ASSIGNMENT

Article 9 - Priority among several assignees

Article 10 - Priority between the assignee and the insolvency administrator or creditors of the assignor

[Post Provisions]

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United Nations Convention on the Assignment of Receivables in International Trade, 2001

United Nations (UN)

copy @ Lex Mercatoria

CHAPTER III - EFFECTS OF ASSIGNMENT

Article 10 - Transfer of security rights

1. A personal or property right securing payment of the assigned receivable is transferred to the assignee without a new act of transfer. If such a right, under the law governing it, is transferable only with a new act of transfer, the assignor is obliged to transfer such right and any proceeds to the assignee.

2. A right securing payment of the assigned receivable is transferred under paragraph 1 of this article notwithstanding any agreement between the assignor and the debtor or other person granting that right, limiting in any way the assignor's right to assign the receivable or the right securing payment of the assigned receivable.

3. Nothing in this article affects any obligation or liability of the assignor for breach of any agreement under paragraph 2 of this article, but the other party to that agreement may not avoid the original contract or the assignment contract on the sole ground of that breach. A person who is not a party to such an agreement is not liable on the sole ground that it had knowledge of the agreement.

4. Paragraphs 2 and 3 of this article apply only to assignments of receivables:

(a) Arising from an original contract that is a contract for the supply or lease of goods or services other than financial services, a construction contract or a contract for the sale or lease of real property;

(b) Arising from an original contract for the sale, lease or licence of industrial or other intellectual property or of proprietary information;

(c) Representing the payment obligation for a credit card transaction; or

(d) Owed to the assignor upon net settlement of payments due pursuant to a netting agreement involving more than two parties.

5. The transfer of a possessory property right under paragraph 1 of this article does not affect any obligations of the assignor to the debtor or the person granting the property right with respect to the property transferred existing under the law governing that property right.

6. Paragraph 1 of this article does not affect any requirement under rules of law other than this Convention relating to the form or registration of the transfer of any rights securing payment of the assigned receivable.


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