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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]

Metadata

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Manifest

SiSU Manifest, alternative outputs etc.

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

United Nations (UN)

copy @ Lex Mercatoria

CHAPTER II - GENERAL PROVISIONS

Article 5 - Definitions and rules of interpretation

For the purposes of this Convention:

(a) "Original contract" means the contract between the assignor and the debtor from which the assigned receivable arises;

(b) "Existing receivable" means a receivable that arises upon or before conclusion of the contract of assignment and "future receivable" means a receivable that arises after conclusion of the contract of assignment;

(c) "Writing" means any form of information that is accessible so as to be usable for subsequent reference. Where this Convention requires a writing to be signed, that requirement is met if, by generally accepted means or a procedure agreed to by the person whose signature is required, the writing identifies that person and indicates that person's approval of the information contained in the writing;

(d) "Notification of the assignment" means a communication in writing that reasonably identifies the assigned receivables and the assignee;

(e) "Insolvency administrator" means a person or body, including one appointed on an interim basis, authorized in an insolvency proceeding to administer the reorganization or liquidation of the assignor's assets or affairs;

(f) "Insolvency proceeding" means a collective judicial or administrative proceeding, including an interim proceeding, in which the assets and affairs of the assignor are subject to control or supervision by a court or other competent authority for the purpose of reorganization or liquidation;

(g) "Priority" means the right of a person in preference to the right of another person and, to the extent relevant for such purpose, includes the determination whether the right is a personal or a property right, whether or not it is a security right for indebtedness or other obligation and whether any requirements necessary to render the right effective against a competing claimant have been satisfied;

(h) A person is located in the State in which it has its place of business. If the assignor or the assignee has a place of business in more than one State, the place of business is that place where the central administration of the assignor or the assignee is exercised. If the debtor has a place of business in more than one State, the place of business is that which has the closest relationship to the original contract. If a person does not have a place of business, reference is to be made to the habitual residence of that person;

(i) "Law" means the law in force in a State other than its rules of private international law;

(j) "Proceeds" means whatever is received in respect of an assigned receivable, whether in total or partial payment or other satisfaction of the receivable. The term includes whatever is received in respect of proceeds. The term does not include returned goods;

(k) "Financial contract" means any spot, forward, future, option or swap transaction involving interest rates, commodities, currencies, equities, bonds, indices or any other financial instrument, any repurchase or securities lending transaction, and any other transaction similar to any transaction referred to above entered into in financial markets and any combination of the transactions mentioned above;

(l) "Netting agreement" means an agreement between two or more parties that provides for one or more of the following:

(i) The net settlement of payments due in the same currency on the same date whether by novation or otherwise;

(ii) Upon the insolvency or other default by a party, the termination of all outstanding transactions at their replacement or fair market values, conversion of such sums into a single currency and netting into a single payment by one party to the other; or

(iii) The set-off of amounts calculated as set forth in subparagraph (l) (ii) of this article under two or more netting agreements;

(m) "Competing claimant" means:

(i) Another assignee of the same receivable from the same assignor, including a person who, by operation of law, claims a right in the assigned receivable as a result of its right in other property of the assignor, even if that receivable is not an international receivable and the assignment to that assignee is not an international assignment;

(ii) A creditor of the assignor; or

(iii) The insolvency administrator.


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