有追索权的国内保理合同英文版(Domestic-Factoring-Contract-with-Recourse)
Application Form (FCI会员准入资格申请表)-中英文对照版
APPLICATION FORM FOR FCIASSOCIATE MEMBERSHIPFCI会员准入资格申请表G UIDELINES FOR AN ACTUAL APPLICATION准入程序指南1)Please understand that applications for membership must be approved by the FCIExecutive Committee, during a physical meeting. The Committee normally meets three times per year and also during the yearly FCI Annual Meeting.申请加入FCI会员必须经过FCI执行委员会的实际上会。
委员会每年召开三次会议而且通常在FCI每年的年会之间。
2)When applying for FCI membership, please make sure that the Application Formreaches us by e-mail, no later than 3 weeks before a meeting of the Exeuctive Committee. Meeting dates can be obtained from the FCI Secretariat.申请加入FCI会员，务必保证以电子邮件的方式送达，要早于执行委员会开会前的三个礼拜。
会议日期可从FCI秘书处获得。
3)At the same time that you send us the Application Form by e-mail, please also send bypostal mail (or in case of long-distance by courier service) an original version of the Application Form, or in any case with an origingal signature by a senior executive: in the case of a separate factoring or finance company, we want to see a signature of theC.E.O., or in the case you are a Bank, the Application should be signed by a member ofthe senior executive team.以电邮的方式递送您的申请表，同时请以邮局寄送（距离较远的可采用快递服务）需原始的申请表和执行高管的原始签名，如果是分支保理商或金融机构，我们需要见到CEO的签名；如果贵司是银行，申请需要有执行高管组的签名。
保理合同英文版模板
保理合同英文版模板英文回答：Factoring Agreement.This Factoring Agreement (the "Agreement") is made and entered into this [Date] by and between [Name of Lender] ("Lender") and [Name of Borrower] ("Borrower").1. Definitions."Accounts Receivable" means all present and future accounts receivable of Borrower in the ordinary course of its business, whether now existing or hereafter arising."Eligible Accounts" means Accounts Receivable that are not subject to any valid defenses, setoffs, counterclaims, or other claims against Borrower, and that are not otherwise excluded from this Agreement."Factor" means Lender."Recourse" means the right of Factor to recover from Borrower the amount of any payment made by Factor to Borrower that is subsequently determined to be ineligible for factoring under this Agreement.2. Sale and Assignment of Accounts Receivable.2.1 Borrower hereby sells, assigns, transfers, and conveys to Factor all of its right, title, and interest in and to all Eligible Accounts, free and clear of all liens and encumbrances.2.2 Borrower warrants that it has good and marketable title to all Eligible Accounts and that it has the right to sell, assign, and transfer the same to Factor.3. Factoring Services.3.1 Factor shall provide the following factoring services to Borrower:Purchase of Eligible Accounts.Collection of payments from customers.Administration of customer accounts.Reporting and reconciliation of accounts.4. Fees and Charges.4.1 Borrower shall pay to Factor a factoring fee equal to [Percentage]% of the face amount of each Eligible Account purchased by Factor.4.2 Borrower shall also pay to Factor any other fees and charges as agreed upon by the parties.5. Recourse.5.1 Borrower shall be liable to Factor for any payment made by Factor to Borrower that is subsequently determinedto be ineligible for factoring under this Agreement.5.2 Factor may pursue any and all remedies available to it at law or in equity to enforce its rights under this Agreement, including without limitation the right to offset any amounts owed by Borrower to Factor against any payments due from Factor to Borrower.6. Representations and Warranties.6.1 Borrower represents and warrants to Factor that:It has the legal capacity to enter into this Agreement.It has obtained all necessary approvals and consents to enter into this Agreement and to assign its Accounts Receivable to Factor.All information provided to Factor in connection with this Agreement is true, accurate, and complete.7. Indemnification.7.1 Borrower shall indemnify and hold harmless Factor from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorney's fees, incurred by Factor as a result of or arising out of this Agreement or the sale and assignment of Accounts Receivable to Factor.8. Governing Law.This Agreement shall be governed by and construed in accordance with the laws of [State].9. Severability.If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deemed severed from this Agreement and the remaining provisions shall remain in full force and effect.10. Amendment.This Agreement may be amended only by a written instrument signed by both parties.IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.Lender:[Name of Lender]By: [Signature][Printed Name]Borrower:[Name of Borrower]By: [Signature][Printed Name]中文回答：保理合同。
国际贸易合同中英文版本
SALES CONTRACT销售合同Contract No.:合同号：Date:日期Seller: 卖方Tel:Fax:Buyer:买方This Sales Contract is made out as per the following terms/conditions mutually confirmed:Descriptionofcargo货品CIFWuhanCIF 武汉NOTE: 1. Thermal blanket is necessary for drycontainer at any time during a year. Otherwise the Buyer has the right to return the cargo or refuse the payment for cargos influenced by hot temperature.干柜在一年中的任何时候都需隔热层，否则买方有权退回货物或拒绝为因高温造成影响的货物付款。
2. Insurance: To be effected by the sellerfor 110% of full invoice value covering marine institute cargo clauses All Risks.保险：由卖方按发票全额的110%购买涉及海洋协会货物保险条款“一切险”3. Time of Shipment: Partial shipment is not allowed.发货时间：7月15日之前，不允许分批装运。
4. Port of Shipment: Livorno装运港：利沃诺5. Port of Destination: Wuhan, China.目的港：中国武汉6. Time of arrival at the destination port:到达时间：9月1日前抵达目的港。
7. Terms of Payment: T/T 90 days afterB/L date付款时间：提单日期后90天电汇8. Documents: The Seller shall present the following documents to the Buyer as required:卖方需提供买方所需的以下文件:1)Full set of negotiable clean on boardocean Master’s Bill of Lading indicating shipping mark, blank endorsed, and notifying the Buyer with full name and address at the port of destination.全套清洁提单2)Signed Commercial Invoice in THREEoriginals showing this Contract number, and the Shipping Mark. If the Seller is not the direct producer for any of the oils, the actual oil producer’s name and the invoice number between the Seller and the producer should be indicated in the required invoice.商业发票3)Packing List in THREE originals,showing this Contract number, gross and net weights, and quantity of cartons & bottles for each container.装箱单4)Certificate of Origin issued by Chamberof Commerce, in ONE original and ONE copy, showing each oil’s appellation.原产地证5)Certificate of Sanitary and Purity,issued by government department, to state the inspection results, in conformity with French rules, in ONE original and TWO copies.卫生证书6)Analysis report for each oil in ONE original and TWO copies.分析报告7)Declaration of no-wood Packing Material to China Entry & Exit Inspection and Quarantine if there is no wooden packing material. If wooden pallets or cases are used, there must be fumigation Mark like “IPPC” or “NIMP15” on the wooden pallets or cases, and better accompany with a relevant fumigation certificate.无木质包装声明8)Declaration of bottling date for each oil with the form of "YEAR-MONTH-DATE"灌装日期9)10% of the total bottle quantity of original copies of Front Labels and Back Labels for each oil, Min 20 sets. 前后标10)Two original of this Contract.合同11)One certificate issued by local chamber of commerce to prove the reality of the cargo value, indicating the contract No.厂商声明12)One copy of the Insurance Policy保单13)One copy of the transportation invoice from the forwarder运输发票14)One copy of export declaration which can show the export value of the oils显示货物出口值的出口报关单9. Cargo pre-check: After the production but before the loading of the cargo, the seller should take pictures of each type of oil which can clearly see the content of front and back labels for pre-check. Any cost or loss should be burden by the seller if the seller doesn’t send the pictures for pre-check.货物预检查：生产后，装运前的货物，卖方应为每个产品品项拍照，照片可以清楚地看到正面和背面标签作为预检查的内容。
有追索权国内商业保理合同(中国服务贸易协会2016版)
国内商业保理合同（适用于有追索权保理业务）合同编号：____________特别条款一、告知和提示1在填写本合同之前，请先仔细阅读本合同及全部附件。
2、签约各方应对本合同予以通读，并对其中的全部约定予以充分注意，如有疑问一方有权要求另一方做出书面解释直至重新修订任何条款。
一旦签订本合同，即视为已充分注意并完全理解合同的全部条款和条件且自愿接受。
3、本合同项下的选择项，如适用的，请在“ ”内打“V” ；如不适用的，请在“”内打“X” ；女口“”内为空白的，视为不适用本选择项。
4、如有必要，可另行附纸或加附其他相关文件。
二、卖方（即债权人）信息联系人： ___________联系电话：____________联系地址：____________电子邮箱：____________三、保理商信息联系人： ___________联系电话：____________联系地址：____________电子邮箱：____________四、保理商核定的应收账款融资额度应收账款融资额度的金额：人民币—元应收账款融资额度的性质：□可循环/ □不可循环应收账款融资额度的届满日：年—月—日应收账款融资额度的最晚使用日：□无/ □有且为 _____ 年_月 _ 日应收账款融资额度承诺费：□无/ □有且为人民币元五、保理商核定的买方（即债务人）□不限定买方，具体以《应收账款转让申请暨确认书》确定的买方为准。
□限定买方，即买方限于： _____________ 。
六、保理商收款账户指定收款账号： ____________开户行： ___________户名： ___________七、卖方收款账户指定收款账号： ____________开户行： ___________户名： ___________八、争议解决因本合同引起的或与本合同有关的任何争议，由合同各方协商解决，也可由有关部门调解。
协商或调解不成的，按下列第__________ 种方式解决：（1）提交位于 ___ （地点）的 ___ 仲裁委员会仲裁。
中信银行有追索权国内保理业务合同
中信银行有追索权国内保理业务合同| 阅读次数：12作者：时间:2015-11-27|国内保理业务合同（有追索权）编号：甲方：（在本合同中称“甲方”）住所地：邮政编码：法定代表人：联系人：联系地址:邮政编码:电话：传真：乙方：中信银行股份有限公司分行（在本合同中称“乙方”）住所地：邮政编码：法定代表人/负责人：联系地址:邮政编码:联系人：电话：传真：合同签订地点：合同签订日期：年月日鉴于，本合同甲方与债务人订立了销售合同，甲方拟向作为保理银行的乙方申请开展国内保理业务，即拟向乙方转让销售合同所产生的交易债权，为此，甲、乙双方经过平等协商一致，订立本合同。
第一章定义第 1 条在本合同中，除非上下文或语境另有所指，下列词语具有本条款所述的含义：“本合同”指本合同及本合同的补充协议、构成本合同组成部分的附件；“销售合同”指以甲方为卖方、以乙方所接受的债务人为买方所签订的（销售合同具体情况详见本合同附件1），包括其补充协议和构成销售合同组成部分的附件；“原债权人”指甲方，同时也是销售合同的卖方；“债务人”指销售合同的买方；可以叙做本合同项下交易债权转让的交易债权的债务人应经乙方按其内部要求进行逐笔审核并确认同意；但是，如果销售合同项下还存在买方（主债务人）之外的其他当事方（与买方全部或部分连带地）对卖方负有付款义务/担保义务，则在本合同相关条款（例如关于债务人付款的规定等）中该等当事方（下称“次债务人”）应被视同为债务人；“转让日”指甲方按本合同附件一所列格式向乙方提交的“应收账款转让申请书”列明的转让日；但如果乙方根据本合同的规定不同意受让，则该申请书所列明的转让日无效；“转让后续期”指在转让日起至乙方作为债权人已得到全部交易债权的清偿之日止的期间；“预计到期日”就任何一笔应收账款而言，指甲方根据销售合同约定和相关项目进度，合理预计其将有权向债务人收取该笔应收账款的日期；该等日期列示于本合同之附件一；“工作日”指银行工作日；“指定账户”指甲方以其名义在中信银行股份有限公司支行（在本合同中称“开户银行”）开立的人民币收款专户，账号为。
国内保理业务合同(有追索权)
国内保理业务合同（有追索权）编号：甲方：（在本合同中称“甲方”）住所地：邮政编码：法定代表人：联系人：联系地址:邮政编码:电话：传真：乙方：中信银行股份有限公司分行（在本合同中称“乙方”）住所地：邮政编码：法定代表人/负责人：联系地址:邮政编码:联系人：电话：传真：合同签订地点：合同签订日期：年月日鉴于，本合同甲方与债务人订立了销售合同，甲方拟向作为保理银行的乙方申请开展国内保理业务，即拟向乙方转让销售合同所产生的交易债权，为此，甲、乙双方经过平等协商一致，订立本合同。
第一章定义第1 条在本合同中，除非上下文或语境另有所指，下列词语具有本条款所述的含义：“本合同”指本合同及本合同的补充协议、构成本合同组成部分的附件；“销售合同”指以甲方为卖方、以乙方所接受的债务人为买方所签订的（销售合同具体情况详见本合同附件1），包括其补充协议和构成销售合同组成部分的附件；“原债权人”指甲方，同时也是销售合同的卖方；“债务人”指销售合同的买方；可以叙做本合同项下交易债权转让的交易债权的债务人应经乙方按其内部要求进行逐笔审核并确认同意；但是，如果销售合同项下还存在买方（主债务人）之外的其他当事方（与买方全部或部分连带地）对卖方负有付款义务/担保义务，则在本合同相关条款（例如关于债务人付款的规定等）中该等当事方（下称“次债务人”）应被视同为债务人；“转让日”指甲方按本合同附件一所列格式向乙方提交的“应收账款转让申请书”列明的转让日；但如果乙方根据本合同的规定不同意受让，则该申请书所列明的转让日无效；“转让后续期”指在转让日起至乙方作为债权人已得到全部交易债权的清偿之日止的期间；“预计到期日”就任何一笔应收账款而言，指甲方根据销售合同约定和相关项目进度，合理预计其将有权向债务人收取该笔应收账款的日期；该等日期列示于本合同之附件一；“工作日”指银行工作日；“指定账户”指甲方以其名义在中信银行股份有限公司支行（在本合同中称“开户银行”）开立的人民币收款专户，账号为。
国内商业保理合同(适用于有追索权保理业务)
国内商业保理合同（适用于有追索权保理业务）前言本合同为国内商业保理合同，适用于有追索权保理业务。
本合同由甲方（保理商）和乙方（资金需求方）签订。
甲、乙双方应认真阅读并遵守本合同。
第一章保理业务和保理条款1.1 保理业务保理是指保理商为资金需求方提供一定限额的资金，并通过买断资产和向乙方提供管理咨询服务等方式，对其应收账款进行管理和追收。
在本合同中，保理业务指保理商对资金需求方的有追索权的应收账款进行管理和追收。
1.2 保理条款本合同约定的保理条款包括但不限于以下内容：1.受让人为甲方，应收账款债务人为乙方。
2.保理商对应收账款享有追索权。
3.保理商按照协议约定向乙方提供资金，并收取一定手续费。
4.保理商有权对应收账款进行催收、减值、清偿等操作。
5.乙方保证应收账款真实、合法、有效，并承担因甲方受让、催收和清偿带来的争议和损失。
6.本合同未约定的保理事项，按照有关法律法规或行业规范执行。
第二章应收账款的初始质押和转让2.1 应收账款的初始质押1.受让人即甲方，应在受让前与乙方签署相应的应收账款质押协议，办理应收账款质押登记手续，并取得应收账款质押登记证明。
2.乙方应向甲方提交应收账款质押申请书及其所需的信息材料，以办理应收账款质押登记手续。
3.应收账款质押期间，乙方须履行其税务、财务等法律义务，并承担应收账款的资信风险、对应收账款的管理和催收工作等责任。
4.应收账款质押期限截至甲方回收应收账款的日期，若甲方未能回收，则乙方已授权且同意甲方将已质押的应收账款转让给其他机构或个人。
2.2 应收账款的转让1.甲方有权根据自身资金使用情况，将质押的应收账款转让给其他机构或个人（以下简称受让方）。
2.转让价格以当时市场行情为准，并约定转让价格不得低于原质押应收账款的面值。
3.转让后，乙方仍需履行其税务、财务等法律义务，受让方享有与甲方相同的权益和义务。
4.如因乙方原因导致应收账款不能清偿，甲方有权就该应收账款向乙方追索，乙方应积极配合调查和解决。
国内有追索权明保理合同(三方协议)
国内有追索权明保理业务合同编号：保理商：（以下简称“甲方”）注册地址：______________________________________法定代表人/委托代理人：_________________________联系人：_______________职务：___________________通讯地址：______________________________________邮政编码： ______________电子邮箱：_____________联系电话：_______________传真:__________________保理申请人：___________________ （以下简称“乙方”）注册地址：________________________________________法定代表人/委托代理人：___________________________联系人：_______________职务：_____________________通讯地址：________________________________________邮政编码：_____________电子邮箱：_________________联系电话：_____________传真：____________________丙方：___________________ （以下简称“丙方”）注册地址：________________________________________法定代表人/委托代理人：___________________________联系人：_______________职务：_____________________通讯地址：________________________________________邮政编码：_____________电子邮箱：_________________联系电话：_____________传真：____________________合同签订地点：___________________________________签约重要提示为了维护您的权益，请您在签署本合同之前仔细阅读,检查并确认以下事宜：一、您有权签署本合同，若依法需要取得他人同意的，您已经取得充分授权；二、您已经认真阅读并充分理解合同条款，并特别注意了其中有关责任承担、免除或限制XXXX商业保理有限公司责任、以及加黑字体部分的内容；三、贵公司及您已经充分理解合同条款的含义及相应的法律后果，并愿意接受这些条款约定；四、XXXX商业保理有限公司提供的合同文本仅为示范文本，合同相关条款后均留有空白行，并在合同尾部增设了“补充条款”，供各方对合同进行修改、增补或删减使用；五、如果您对本合同还有疑问，请及时向XXXX商业保理有限公司咨询。
国内有追索权明保理合同模板
商业保理合同（公开型有追索权国保理合同）合同编号：冀国控商保合字[年度] 号保理商：国控商业保理保理申请人：[]年[]月[]日签约重要提示为了维护您的权益，请您在签署本合同之前仔细阅读,检查并确认以下事宜：一、您有权签署本合同，若依法需要取得他人同意的，您已经取得充分授权；二、您已经认真阅读并充分理解合同条款，并特别注意了其中有关责任承担、免除或限制国控商业保理责任、以与加黑字体部分的容；三、贵公司与您已经充分理解合同条款的含义与相应的法律后果，并愿意接受这些条款约定；四、如果您对本合同还有疑问，请与时向国控商业保理咨询。
公开型有追索权国保理合同本协议由下列各方于年月日在市滨海新区签订。
保理商：国控商业保理（以下简称“甲方”）注册地址：_____________________________________法定代表人/委托代理人：________________________联系人：_______________职务：__________________通讯地址：_____________________________________邮政编码：____________ 电子：______________联系：____________ :___________________保理申请人：__________________ （以下简称“乙方”）注册地址：_____________________________________法定代表人/委托代理人：________________________联系人：_______________职务：__________________通讯地址：_____________________________________邮政编码：_____________电子：______________联系：_____________ ：__________________鉴于：1、甲方是一家在中华人民国境依法注册的商业保理公司，依法可提供应收账款融资、应收账款管理、应收账款催收和信用风险担保等综合性商贸服务（简称“保理服务”）；2、乙方是一家依法在中华人民国境注册并合法存续的XX公司，作为卖方已经或将不时与买方签订交易合同并向买方销售货物/提供服务（以下称该等合同与其任何补充或修改文件为“基础交易合同”），并由此形成基础交易合同项下对买方的应收账款；现其因经营需要，有意接受甲方所提供的保理服务，愿意将基础交易合同项下的应收账款转让给甲方，乙方已向甲方提交《保理业务申请书》和《应收账款转让明细表》；3、甲方同意按本合同约定受让应收账款并向卖方提供商业保理服务。
有追索权国内保理合同(参考文本)
针对不同买方的预付款比例等详细信息以本合同附件一《有追索权保理业务
额度清单》所确定为准，该清单为本合同不可分割的组成部分，经甲乙双方协商
一致，可对该清单进行补充修订，具体以双方签订的补充合同的约定为准。甲方
理解并同意，仅在甲方已按商务合同发货，并按乙方要求具体办理应收账款转让
事宜，并经乙方审查同意后，甲方方可支用上述额度。
17.应收账款到期日：是指应收账款所对应的商务合同或发票上所确定的付 款日，或经乙方同意更改后的付款日期。
18.工作日：指除国家法定节假日和休息日以外的乙方对公营业日。 19.日：指自然日。
第二章 保理预付款最高额度的生效、变更及取消
第二条 乙方为甲方核定的保理预付款最高额度为人民币
万元，
额度有效期自本合同生效之日起至 年 月 日止。
□公开型有追索权保理； □隐蔽型有追索权保理； □针对不同买方选择不同类型保理，具体以本合同附件 1 确定为准。 第七条 在本合同有效期内，甲乙双方协商一致，甲方应将以赊销方式向特 定买方（见附件 1 所列，包括双方对附件 1 补充、修改后所列）销售货物/提供 服务所产生的下列应收账款转让给乙方（选中则在□中划“√”）： □全部，甲方应将其以赊销方式向特定买方销售货物/提供服务所产生的全 部应收账款随时转让给乙方。除非本合同终止，即使乙方停止向甲方提供保理预 付款，如乙方仍有保理预付款、预付款利息、发票处理费、应收账款管理费等任 何款项未获偿付，甲方仍应向乙方履行应收账款的转让义务。 □特定，甲方应将其以赊销方式向特定买方销售货物/提供服务所产生的特 定应收账款转让给乙方。 本合同所称的应收账款转让是指甲方根据本合同规定的条款和条件将应收 账款债权及其在应收账款项下的全部权利一并转让给乙方的行为。在任何情况下， 应收账款的转让都不得解释为乙方承担了甲方与买方在商务合同下的任何义务 或责任。 第八条 除双方另有约定外，甲方在办理应收账款转让时，应根据保理业务 的类型向乙方提交如下单据及相关文件，并办妥应收账款转让事宜： 1.对于甲方有义务将其对特定买方的全部应收账款向乙方转让的公开型有 追索权保理，则甲方应向乙方提交如下资料并办妥相关事宜： （1）向买方发送《应收账款转让通知书（全部）》并取得符合乙方要求的邮 寄收据，以及买方收到该通知书的回执或者公证机构对该发送通知行为的公证书； （2）在每次向买方发货后，向乙方提交《应收账款转让确认书》并附确认 清单； （3）在每次向买方发货后，向买方发送符合乙方要求的《已转让应收账款 确认通知书》，并取得符合乙方要求的邮寄收据或乙方认可的其他形式单据。 2.对于甲方有义务将其对特定买方的特定应收账款向乙方转让的公开型有 追索权保理，则甲方应向乙方提交如下资料并办妥相关事宜： （1）《应收账款转让申请书》并附转让清单；
保理合同英文版模板
保理合同英文版模板English:A factoring agreement, also known as a "factoring contract" or "invoice factoring agreement," is a legal document that outlines the terms and conditions between a business (the "client") and a factoring company (the "factor"). This agreement typically involves the sale of accounts receivable of the client to the factor, who then assumes responsibility for collecting the outstanding invoices. The terms of the agreement include details such as the types of invoices eligible for factoring, the fees charged by the factor, the responsibilities of both parties regarding invoice collection and payment, confidentiality clauses, and dispute resolution procedures. Additionally, the agreement may specify any recourse or non-recourse provisions, which determine whether the client remains liable for unpaid invoices in the event that the debtor fails to pay. Factoring agreements are essential for businesses seeking to improve cash flow by converting accounts receivable into immediate funds, and they provide factors with a valuable service by assuming the risk of non-payment in exchange for a fee.中文翻译:保理合同，也称为“保理合同”或“应收账款保理协议”，是一份法律文件，详细规定了企业（“客户”）与保理公司（“保理方”）之间的条款和条件。
保理合同范本英文
保理合同范本英文Here is an essay on the topic of "Model Factoring Contract in English" with a word count of over 1000 words, written entirely in English:Factoring is a financial transaction whereby a business sells its accounts receivable to a third party called a factor at a discount in exchange for immediate cash. The factor then collects the receivables from the debtor. Factoring is an important source of working capital for businesses, particularly small and medium-sized enterprises, that need to improve their cash flow and manage their accounts receivable more effectively.A factoring contract is a legal agreement that outlines the terms and conditions of the factoring arrangement between the business (the client) and the factor. The factoring contract is a crucial document that defines the rights and obligations of both parties and ensures that the factoring transaction is carried out smoothly and in accordance with the applicable laws and regulations.The following is a model factoring contract in English:FACTORING AGREEMENTThis Factoring Agreement (the "Agreement") is made and entered into this [DATE] by and between [CLIENT NAME], a [BUSINESS ENTITY TYPE] organized and existing under the laws of[STATE/COUNTRY] with its principal place of business located at [ADDRESS] (the "Client"), and [FACTOR NAME], a [BUSINESS ENTITY TYPE] organized and existing under the laws of [STATE/COUNTRY] with its principal place of business located at [ADDRESS] (the "Factor").WHEREAS, the Client is engaged in the business of [DESCRIBE CLIENT'S BUSINESS] and requires financing to support its operations and growthWHEREAS, the Factor is in the business of purchasing accounts receivable and providing financing to businessesWHEREAS, the Client desires to sell and assign certain of its accounts receivable to the Factor, and the Factor is willing to purchase such accounts receivable, subject to the terms and conditions set forth in this AgreementNOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereby agree as follows:1. Definitions1.1. "Accounts Receivable" means all amounts owed to the Client by its customers arising from the sale of goods or services in the ordinary course of the Client's business, and all related rights to payment, as more specifically described in the schedules attached hereto.1.2. "Advance Rate" means the percentage of the face value of an Account Receivable that the Factor will advance to the Client upon the purchase of such Account Receivable, as set forth in Schedule A.1.3. "Discount Rate" means the interest rate charged by the Factor on the amount advanced to the Client, as set forth in Schedule A.1.4. "Factored Accounts" means the Accounts Receivable that have been purchased by the Factor pursuant to this Agreement.2. Purchase and Sale of Accounts Receivable2.1. The Client hereby sells, assigns, and transfers to the Factor, and the Factor hereby purchases from the Client, all of the Client's right, title, and interest in and to the Accounts Receivable, subject to the terms and conditions set forth in this Agreement.2.2. The Client shall provide the Factor with a schedule of the Accounts Receivable it wishes to sell, which shall include the name of the customer, the invoice number, the amount of the invoice, and the due date. The Factor shall review the schedule and notify the Client of the Accounts Receivable it is willing to purchase and the Advance Rate and Discount Rate applicable to each.2.3. Upon the Factor's acceptance of the Accounts Receivable, theClient shall execute an assignment of such Accounts Receivable to the Factor, and the Factor shall advance to the Client the applicable Advance Rate of the face value of the Factored Accounts, less the applicable Discount Rate.2.4. The Client shall be responsible for collecting the Factored Accounts on behalf of the Factor, and shall promptly remit all amounts collected to the Factor. The Client shall not take any action that would impair the Factor's interest in the Factored Accounts.3. Representations and Warranties3.1. The Client represents and warrants that (i) it is the sole owner of the Accounts Receivable and has the right to sell and assign them to the Factor, (ii) the Accounts Receivable are genuine and valid obligations of the customers, (iii) the Accounts Receivable are not subject to any liens, encumbrances, or other claims, and (iv) it will comply with all applicable laws and regulations in the sale and assignment of the Accounts Receivable.3.2. The Factor represents and warrants that it is duly authorized and has the necessary financial resources to purchase the Accounts Receivable in accordance with the terms of this Agreement.4. Fees and Expenses4.1. The Client shall pay the Factor the applicable Discount Rate on the amount advanced for each Factored Account, as set forth in Schedule A.4.2. The Client shall be responsible for all costs and expenses incurred by the Factor in connection with the collection of the Factored Accounts, including but not limited to attorney's fees and court costs.5. Term and Termination5.1. This Agreement shall commence on the date first written above and shall continue in effect until terminated by either party upon thirty (30) days written notice.5.2. The Factor may terminate this Agreement immediately upon the occurrence of an Event of Default, as defined in Section 6 below.6. Events of Default6.1. The occurrence of any of the following events shall constitute an Event of Default under this Agreement:(a) The Client fails to pay any amount due to the Factor under this Agreement;(b) The Client breaches any representation, warranty, or covenant made in this Agreement;(c) The Client becomes insolvent, files for bankruptcy, or is the subject of any other insolvency proceeding;(d) The Client ceases to conduct its business in the ordinary course.7. Miscellaneous7.1. This Agreement shall be governed by the laws of[STATE/COUNTRY] and any disputes arising hereunder shall be resolved in the courts of [STATE/COUNTRY].7.2. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.7.3. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.[CLIENT NAME]By: _________________________Name: _______________________Title: ________________________[FACTOR NAME]By: _________________________Name: _______________________Title: ________________________。
保理合同英文版
保理合同英文版合同编号：____________________________签订日期：____________________________签订地点：____________________________合同双方：委托方（甲方）：名称：____________________________法定代表人姓名：____________________________联系方式：____________________________地址：____________________________受托方（乙方）：名称：____________________________法定代表人姓名：____________________________联系方式：____________________________地址：____________________________合同内容合同标的1.1 委托培养的干细胞类型1.1.1 干细胞类型：____________________________ 1.1.2 来源：____________________________1.2 培养目标与要求1.2.1 细胞数量：____________________________ 1.2.2 细胞状态：____________________________1.2.3 培养周期：____________________________1.2.4 其他特殊要求：____________________________1.3 交付形式1.3.1 细胞保存液体积：____________________________1.3.2 保存条件：____________________________1.3.3 交付方式：____________________________合同金额与支付方式2.1 合同总金额总金额：____________________________（货币单位）2.2 支付方式2.2.1 定金：合同签署后_________天内支付合同总金额的_________%2.2.2 进度款：在培养过程中_________阶段支付合同总金额的_________%2.2.3 尾款：培养完成并交付后_________天内支付合同总金额的_________%2.3 支付账户及银行信息2.3.1 账户名：____________________________2.3.2 账户号码：____________________________2.3.3 开户行：____________________________培养及交付3.1 培养地点培养地点：____________________________3.2 培养设备与技术乙方应使用符合相关法律法规和行业标准的设备和技术进行干细胞培养。
有追索权的国内保理合同英文版(Domestic-Factoring-Contract-with-Recourse)教学内容
Domestic Factoring Contract with RecourseParty A: *** Co., LtdAddress:Post Code:Legal Representative:Responsible person:Tel: Tel:Fax: Fax:Party B: China Construction Bank Co., Ltd, *** Sub-branchAddress: Post Code:Legal Representative:Responsible person:Tel:Tel:Fax:Fax:WHEREAS：Party A sales goods/provides services on credit, and applies to Party B for factoring service with recourse. With reference to relevant laws and regulations, Party A and Party B after reaching an agreement through negotiations, hereby enter into this Domestic Factoring Contract (the “Contract”).Chapter One DefinitionsArticle 1In this contract and other files for this service, unless otherwise stated, terms are defined as follows:1. Factoring with recourse: Party A transfers to Party B its account receivables that originate from product sales to purchasers, provision of services by Party A as well as based upon other reasons. Party B will provide Party A with account receivables financing services and related comprehensive financing services. If any purchaser fails to pay off account receivables within an agreed period, Party B is authorized to collect the outstanding receivables;2. Commercial Contract means any contracts entered into by and between Party B and purchasers, upon which account receivables under the Contract occur;3. Purchaser: One party of a commercial contract, who buys goods or services from Party A and undertakes obligation of payment.4.Account Receivables means sole, concrete, specific and exclusive, undisputable and legitimate credits deriving from authentic, legitimate transactions and relationship of debts and credits that exist between Party A and purchasers;5. Maximum Prepayment: The highest amount of prepayment for factoring that Party B could provide in line with Party A’s application;6. Prepayment means the prepayment of Party B to Party A in accordance with the qualified accounts receivables before its maturity date.7. Ratio of Prepayment: prepayment to corresponding account receivable ratio;8. Interest of Prepayment: fees charged to Party A for use of fund of Party B;9. Qualified Account Receivables means the account receivables Party A transfers toParty B which also satisfies the following conditions:(1) based on normal legal traction;(2) pricing and payment in RMB unless Party A or/and the purchaser registered in bonded area of China;(3) lawfully possessed by Party A and transferrable, with no defects of title;(4) Party A has performed and will perform its obligations under the commercial contract;(5) other requirements of Party B;Party B can provide prepayment for qualified account receivables under this contract.10. Unqualified Account Receivables:account receivables which is not qualified, or/and account receivables repurchased;11. Commercial Invoice means the written notice with the amount and maturity date of account receivables which Party A sends to the purchasers;12. Account Receivable Management:Party B assists Party A with the account receivable management under this contract;13. Indirect Payment means the transferred account receivables which purchasers do not make the payment to Party B’s designated account;14. Complaints:The purchasers refuse to accept the goods/services or invoices for any reason, or the purchasers’ claim to the account receivables for any reason, or the purchasers do not make the payment fully in time for any reason, or a third person claims right of the account receivables;15. Delivery of goods:Party A delivers the goods or provides services to the purchasers in light of commercial contract or in usual ways;16. Repurchase of Account Receivables: When some circumstances in the contract occurs, Party A bears the obligation to repurchase the account receivables from PartyB unconditionally at the contractual price.17. Maturity Date of Account Receivables:the date of payment determined by commercial invoices and contracts of corresponding account receivables, or changed date of payment with Party B’s consent;18. Working Days: business days of Party B, except legal and public holidays;19. Days: running days.Chapter Two Effectiveness, Modification and Abolishmentof Maximum PrepaymentArticle 2After Party B’s examin ation and rectification, Party B shall issue RMB **** yuan. The term of validity is from the effective date of this contract to 1st January, 2010.The appendix I “List of Limit of Factoring with Recourse”is an inseparable component of this contract.Article 3The maximum prepayment is a revolving line of credit.Article 4Party B is entitled to modify the maximum prepayment unilaterally in line with the change of credit standing of the Purchaser or Party A, and notify Party A in written form hereafter. The modification decision becomes effective when it reaches Party A. Party A acknowledge that Party B is entitled to send the above modification decision by telephone or fax in emergency circumstances.Article 5Party A can submit a written application for the adjustment of the maximum prepayment to Party B, if there is such a need. Party B will notify Party A of the modification decision in written form after examination.Chapter Three Choice of Factoring Service and Transfer of Account Receivables Article 6Under this contract, Party A and Party B chose the following type of factoring service: (‘×’ for the chosen type)( ) Disclosed Recourse Factoring( ) Undisclosed Recourse Factoring( ) Different type of factoring for different purchaser, which is subject to Appendix I Article 7Through negotiation Party A and Party B agree that, in the duration of this contract, Party A sales goods/provides services on credit to purchasers, and transfers the following type of account receivables to Party B: (‘×’ for the chosen type) ( ) All account receivables. Unless this contract terminates, Party A bears the obligation to transfer account receivables to Party B before the full recovery of prepayment, interest, commissions and other fees, even if Party B has stopped providing prepayment.( ) Specific account receivables.‘Transfer of account receivables’ under this contract means Party A transfers the account receivables and all rights thereof to Party B altogether in accordance with this contract.Article 8Unless otherwise stated, Party A shall provide Party B the following files in line with the type of factoring service:1. As to the transfer of all account receivables in disclosed recourse factoring:(1) Send “Advice of Transfer of Account Receivables (ALL)” to purchasers, and get the delivery receipt;(2) Submit “Confirmation Letter of Transfer of Account Receivable”and confirmation list to Party B, after every delivery of goods to purchasers;(3) Send purchasers “Confirmation Letter of Transferred Account Receivable” as required by Party B, after every delivery of goods and get the delivery receipt.2. As to the transfer of specific account receivables in disclosed recourse factoring:(1) “Application of Transfer of Account Receivables” and list of transfer;(2) Send “Advice of Transfer of Account Receivables (SPECIFIC)” to purchasers, and get the delivery receipt.3. As to the transfer of all account receivables in undisclosed recourse factoring:(1) “Advice of Transfer of Account Receivables (ALL)” signed by Party A(2) Send purchasers “Advice of Change of Account”and ask the purchasers to transfer the payment to the factoring account;(3) Submit “Confirmation Letter of Transfer of Account Receivable”and confirmation list to Party B, after every delivery of goods to purchasers;(4) Submit “Confirmation Letter of Transferred Account Receivable”which is signed by Party A to Party B, after every delivery of goods.4. As to the transfer of specific account receivables in undisclosed recourse factoring:(1) “Application of Transfer of Account Receivables” and list of transfer;(2) Send purchasers “Advice of Change of Account”and ask the purchasers to transfer the payment to the factoring account;(3) “Advice of Transfer of Account Receivables (SPECIFIC)” signed by Party A.5. Party A needs to provide Party B the following files whatever type this recourse factoring is:(1) commercial contract;(2) invoices;(3) files to certify the performance of the commercial contract;(4) other documents required by Party B.Article 9In disclosed recourse factoring, “Advice of Transfer of Account Receivables (ALL)”, “Confirmation Letter of Transferred Account Receivable”or “Advice of Transfer of Account Receivables (SPECIFIC)” may not be send to purchasers by Party B, however, Party B reserves the right to send above letters to purchasers directly or ask Party A to notify purchasers at any time.Article 10As to the transfer of all account receivables, all account receivables listed in Appendix I is transferred when this contract becomes effective. As to the transfer of specific account receivables, all account receivables listed in list of transfer is transferred when Party B sends Party A “Acceptance Notice of Transfer of Account Receivables” and list of transfer. Party A shall assist Party B with the registration of the transfer.Article 11Party B enjoys all the rights of Party A under the account receivables after the transfer; however, Party B bears no obligation under the commercial contract between Party A and purchasers.Chapter Four Account Receivables ManagementArticle 12Party B accepts Party A’s application and provide account receivables management service, then Party B shall provide reports listed in Appendix II to Party A for account reconciliation. The appendix II is an inseparable component of this contract.Article 13Party A shall raise objections within five days after the reception of the reports, or deemed as no objection. Party B is entitled to renew the accounting treatment of account receivables in line with this contract, even when Party A has no objection. Article 14When Party A challenges the reports provided by Party B, both parties shall cooperate with the account reconciliation.Chapter Five PrepaymentArticle 15Party A shall apply the withdrawal of prepayment based on the maximum prepayment for transferred undue qualified account receivables in line with its own financial conditions and file “Withdrawal Notice of Prepayment”.Article 16Party A acknowledges and agrees: Party A is entitled to decide whether to accept Party A’s withdrawal application, and whether to provide prepayment for the qualified account receivables. If Party B decides to accept the application, Party B shall comment and sign on “Withdrawal Notice of Prepayment”, transfer the fund, send Party A “Receipt Notice of Repayment” and charge interests in line with this contract. The receipt notice is an inseparable component of this contract.Chapter Six Payment after the purchaser’s paymentArticle 17As to purchasers’ payment to Party B, Party B is entitled to use that fund to pay off account receivables which Party B believes shall be paid up first, regardless whether purchasers designate any account receivables.Party B is entitled (but no obligation) to use purchasers’payment to write off prepayment for any account receivables, unsettled interest, unsettled management fee(if any), unsettled invoice processing fee (if any), overdue penalty or other fees which Party B is entitled to charge. Balance will be transferred to Party A’s account opened in Party B.Party A acknowledges and agrees: Party B is entitled to the full recovery of prepayment, interest and overdue penalty from Party A.Article 18Party A shall notify Party B for any payment of any transferred account receivables. There is a fiduciary relation between the two parties once Party A receives the indirect payment, and Party B is the trustor and beneficiary while Party A is the trustee.Party A shall notify Party B when rights of the trust are affected before it is transferred to Party B, and assist Party B with the realization of the rights.Party A shall compensate Party B for losses of trust due to Party A’s failure in duty. If Party A does not transfer the trust to Party B in time, Party B is entitled to require Party A’s repurchase of the corresponding account receivables in accordance with this contract.Other matters of trust unstipulated clearly are subject to Trust Law of the Peop le’s Republic of China.Article 19If indirect payment of one purchaser happens more than three times (including three), Party B is entitled to announce that purchaser’s all account receivables unqualified, and require Party A to repurchase all account receivables of that purchaser immediately.Chapter Seven Adjustment, Complaint and Repurchase of AccountReceivablesArticle 20For any deduction of account receivables after the transfer, Party A shall send Party B “Application for Adjustment of Account Receivables” for approval, and Party B shall deduct the amount of account receivables transferred accordingly.Article 21If Party A has withdrawn the prepayment when submit “Application for Adjustment of Account Receivables”, Party A shall refund corresponding prepayment and interest unpaid in line with the following agreement:(1) If Party A has withdrawn all the prepayment according to the prepayment ratio, then the refund = deduced amount of account receivables×prepayment ratio;(2) If Party A has not withdrawn all the prepayment according to the prepayment ratio, then the refund = Prepayment withdrawn－deduced amount of account receivables×prepayment ratio.If Party A has sufficient fund in its deposit account opened in Party B, Party B isentitled to deduct the fund from the account directly.Article 22Party B shall send Party A “Complaint Notice”in a reasonable period of time after receiving purchasers’ written complaint notice. If purchasers file the complaint directly to Party A or Party A acknowledges that purchasers may file a complaint, Party A shall notify Party B in one working day.Article 23Party B is entitled to require Party A to repurchase the account receivables related to complaints.Party B is entitled to stop providing prepayment for all accounts receivables of the purchaser involving in complaints.Article 24Party B is entitled to stop providing Party A prepayment and require Party A to repurchase all the account receivables transferred, if Party B receives reasonable complaints against Party A from one purchaser or many purchasers more than three times.Article 25Party B is entitled to announce related account receivables unqualified and require Party A to repurchase all the account receivables transferred in the following circumstances:1. when purchasers complain about the account receivables;2. Party B does not receive all the payment when the account receivables due;3. direct payment stipulated in Article 18;4. conditions of repurchase stipulated in this contract (include but not limit to Article 19, Article 23 and Article 24);5. Party A’s breach of contract.Party B is entitled to decide whether to grant Party A a grace period.Article 26Repurchase Price = Prepayment offered by Party B－account receivables received from purchasers + unsettled interest of prepayment + unsettled management fee of account receivables+unsettled invoice processing fee + overdue penalty + other fees which Party B is entitled to charge (include but not limit to actual recourse fee).Chapter Eight Factoring Commission and Payment PatternArticle 27Party B is entitled to charge Party A the following commissions related to factoring service with the contractual payment pattern under this contract:1. Management Fee of Account Receivables: 3.6‰of face amount of everyaccount receivables. Collect in lump sum every time when Party B sends Party A “Acceptance Notice of Transfer of Account Receivables”or “Acceptance Confirmation of Transfer of Account Receivables”.2. Interest of Prepayment: Party B charges interest from the day of the release of prepayment to the day of the recovery of repayment (excluded); In repurchase of account receivables, Party B charges interest until the day of the payment of repurchase price (excluded). Both Parties choose the pattern of payment and determine the interest rate:(1) The interest is settled on monthly basis after the prepayment, and the settlement date is the 20th of every month. The interest rate is calculated on a daily basis, and determined by Pattern b :a. annual interest rate %b. The interest rate is subject to the People's Bank of China's benchmark loan interest rate for the corresponding grade and period as of every payment date of prepayment, minus/plus **%.c. the interest rate is subject to “Withdrawal Notice of Prepayment”, if the payment of prepayment is in a foreign currency.d. other.(2) Deduct the interest in lump sum at the payment of prepayment by discount.The “corresponding grade and period” under the first pattern of interest payment is subject to the period from date of prepayment to the maturity date of account receivables.3. Invoice Processing Fee: One hundred yuan for every invoice processing. Collect in lump sum every time when Party B sends Party A “Acceptance Notice of Transfer of Account Receivables”or “Acceptance Confirmation of Transfer of Account Receivables”.4. Overdue penalty: calculated on daily basis, and settled on monthly basis. The overdue penalty rate is subject to prepayment interest rate plus ***%.5. other fees specially agreed upon .Chapter Nine General Representation and WarrantiesBoth parties hereby represent and warrant as follows:Article 28Both Party A and Party B are legal entities founded according to the laws of the People’s Republic of China and possess the obligatory capacity for civil rights and disposing capacity to sign and implement this contract.Article 29The entry and performance of this contract breaches no laws or other related rules and constitutes no breach of other contracts.Article 30This contract is binding to both parties.Chapter Ten Special Representation and Warranties of Party AParty A hereby specially represents and warrants:Article 31All the materials provided by Party A to Party B are authentic, accurate and integrated without any concealment or any material debt that is not disclosed to Party B.Article 32It is authentic, legitimate, valid and undisputable for the relationship of debts and credits originating from any commercial contract based upon which account receivables transferred from Party A to Party B exist.Article 33Party A warrants that purchasers will be notified of the transfer in disclosed recourse factoring.Article 34Party A warrants that there is no dispute or debt between Party A and purchasers related to the commercial contract or this contract.Article 35There is no affiliate relation between Party A and purchasers.Article 36Party A warrants that Party A shall transfer all the rights under every account receivables to Party B.Article 37Party A warrants the effectiveness of the transfer to Party B.Article 38Party A warrants that there is no defect of right as to the account receivables transferred to Party B.Article 39Party A warrants that there is no defect of right as to the goods or services under commercial contractChapter Eleven Commitment of Party AArticle 40Party A shall transfer all account receivables to Party B as stipulated in Article 7 after the entry of this contract.Article 41Party A shall not suspend, terminate or alter the commercial contract, transfer this contract or transfer rights of this contract without Party B’s consent.Article 42Party A shall notify Party B in written form and help with the remedial work accordingly, if Party A finds out any event which may affect the collection of account receivables.Article 43Party A shall notify Party B of the change of its address, business licenses and other matters rated.Article 44Party A agrees to take full responsibility due to recourse and compensate Party B, no matter whether it is within the valid term of this contract.Article 45Party A warrants that Party A will notify Party B and transfer the fund or endorse the bill to Party B in case of indirect payment.Article 46Party A shall take all the measures to assist Party B with the recourse.Chapter Twelve Events of Default and DisposalArticle 47Any of the following items shall be deemed as breach of contract by Party A:1. Party A breaches agreements on the transfer of account receivables under Chapter Three of this contract;2. Party A breaches agreements under Chapter Nine, Chapter Ten or Chapter Eleven of this contract;3. Party A refuses to implement obligations under Chapter Seven or Chapter Eight of this contract4. Party A undertakes activities such as division, merger, reconstruction and so on, without Party B’s consent, which may lower Party A’s credit situation in Party B’s view.5. Party A experiences the following situations: fraudulence, dissolution, bankruptcy, material breach or tort; assets all or partially being seized, auctioned, frozen, or possessed legally or illegally by others; undergo a lawsuit, a claim or a6. Party A experiences one of the following situations: operation deterioration; transfer assets, take out its capital secretly to evade debt; lose its goodwill; other situations which affect or may affect its ability to fulfill its obligation.7. Purchasers undertakes activities such as division, merger, reconstruction and so on, without Party B’s consent, which may lower Party A’s credit situation in Party B’s view.8. Purchasers experience the following situations: fraudulence, dissolution, bankruptcy, material breach or tort; assets all or partially being seized, auctioned, frozen, or possessed legally or illegally by others; undergo a lawsuit, a claim or a sanction.9. Purchasers experience one of the following situations: operation deterioration; transfer assets, take out its capital secretly to evade debt; lose its goodwill; other situations which affect or may affect its ability to fulfill its obligation.10. Party A breaches laws, regulations or other obligations under this contract. Article 48Party B is entitled to take one or more of following measures when Party A breaches the contract:1. decrease or cancel the maximum prepayment, refuse to provide Party A the prepayment, or announce the qualified account receivables unqualified;2. require Party A to repurchase all or partial account receivables transferred under Article 25 and Article 26, and bears Party B’s losses thereof.;3. dissolve, suspend or early terminate this contract unilaterally, hereafter, PartyA has to refund the prepayment in full or partially and pay all related fees;4. disposal of security, or collect the fund from the guarantor;5. require Party A to compensate Party B all losses due to Party A’s default;6. other remedial measures allowed by laws.Chapter Thirteen CommunicationArticle 49Unless otherwise stated, any notice or file under this contract shall be forwarded in written form to the addresses prescribed in the first page of this contract. One party shall notify the other party of any change of its contact information.The dates on which notices shall be deemed to have been effectively served shall be determined as follows: If forwarded by personal delivery it shall be deemed effectively served when it is handed over to the addressee; If forwarded by registered mail, it shall be deemed effectively served on the third business day after the date mailed; If forwarded by fax it shall be deemed effectively served when receiving the other party’s confirmation signal.Chapter Fourteen Effectiveness of ContractThis contract shall become effective upon signature (or seal) by legal representatives or authorized representatives of both parties and upon the affixing of the official seals of both parties.Chapter Fifteen Dispute SettlementArticle 51Any dispute between Party A and Party B arising in the performance of this Contract shall be settled by the both Parties through consultation; if it cannot be settled through negotiation, it may be settled by Method ( ):1. through legal proceedings at the people's court where Party B is located.2. through arbitration.Article 52This Contract is governed by laws of People’s Republic of China.Chapter Sixteen MiscellaneousArticle 53Party A pays up in the following sequence:1. Recourse Fees spent by Party B;2. unsettled management fee of account receivables (if any), unsettled invoice processing fee (if any) and other unsettled fees;3. interest of prepayment (including overdue penalty);4. Prepayment.Article 54Neither party is entitled to alter this contract unilaterally unless otherwise stipulated in this contract.Article 55Party A bears the burden of related fees, such as counsel fee, insurance fee, registration fee and etc, as well as actual fees incurred during the realization of Party B’s rights.Article 56Party A agrees that Party B is entitled to check Party A’s credit status and submit Party A’s information to the credit database of people’s bank of China. Party A also agrees that Party B can use and disclose its information reasonably for business need. Article 57Party B is entitled to report to related authorities and collect fund publicly by media, if Party A beaches this contract.Article 58Unless other reliable and definite adverse evidence exists, Party B’s inner financial files and business documents constitute the valid, definite evidence of both parties’ obligation and rights. Party A agrees that Party A will not raise objection only because these documents are made or preserved by Party B itself.Article 59Any rights of Party B under this contract do not affect or exclude Party B’s other rights enjoyed under laws and other contracts. Any tolerance of Party A shall not be deemed as waiver of rights.Article 60Party A shall immediately notify Party B of its change of address or contact information in written form. Party A shall bear the losses due to the delay thereof. Article 61As to Party A’s unsettled payment under this contract, Party B is entitled to transfer the corresponding fund from Party A’s account opened in China Construction Bank directly without notifying Party A in advance.Article 62All lists, notices, appendices and other files referred in this contract or filed according to this contract are inseparable components of this contract, which have same legal validity.Article 63This agreement has originals, which has same legal validity, with each party holding copy.Article 64Party A declares: Party A has fully read this contract. Party B has explained related clauses upon the Party A’s request. Party A has fully understood the meanings and legal consequence of this contract.Party A: (Seal)Legal representative or authorized representative: (Signature) Party B: (Seal)Legal representative or authorized representative: (Signature) Date of signature:。
保理合同英文版
保理合同英文版Factoring ContractThis Factoring Contract (hereinafter referred to as the "Contract") is made and entered into on [Insert Date], by and between [Insert Name of Factor Company], with a principal place of business at [Insert Address of Factor Company] (hereinafter referred to as the "Factor"), and [Insert Name of Client Company], with a principal place of business at [Insert Address of Client Company] (hereinafter referred to as the "Client").The purpose of this Contract is to establish the terms and conditions for the Factor to provide factoring services to the Client, including the purchase of the Client's accounts receivable and the provision of related financing, collection, and administration services.The Client hereby assigns and transfers to the Factor, without recourse, all of its rights, title, and interest in and to the accounts receivable described in Schedule A attached hereto. The Factor shall purchase the accounts receivable from the Client at the purchase price set forth in Schedule A.The Client shall provide the Factor with all necessary information and documents related to the accounts receivable, including invoices, contracts, and other relevant documentation. The Client shall also notify the Factor of any changes in the terms or conditions of the accounts receivable or any other material changes that may affect the Factor's rights or obligations under this Contract.The Factor shall have the right to collect the accounts receivable in accordance with the terms and conditions of this Contract and theunderlying sales contracts. The Factor shall use its best efforts to collect the accounts receivable in a timely and efficient manner and shall remit the collected amounts to the Client in accordance with the terms set forth in Schedule B attached hereto.Both parties shall comply with all applicable laws and regulations in connection with the performance of their obligations under this Contract.This Contract shall be governed by and construed in accordance with the laws of [Insert Jurisdiction]. Any dispute arising out of or relating to this Contract shall be resolved through friendly negotiation. If negotiation fails, the parties may submit the dispute to [Insert Arbitration Institute or Court] for arbitration or litigation.This Contract shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. This Contract may be amended or modified only by a written agreement executed by both parties.IN WITNESS WHEREOF, the parties have executed this Contract on the date first written above.[Signature of Factor]For and on behalf of [Name of Factor Company][Signature of Client]For and on behalf of [Name of Client Company]Please note that this is a basic template and may require modification to reflect the specific terms and conditions of the parties' agreement. It is recommended that you consult with a legal professional to ensure that the Contract meets your specific needs and complies with applicable laws and regulations.。
保理合同英文模板
保理合同英文模板This Factoring Contract (the "Contract") is made and entered into on [Date], by and between [Factor Company], with a principal place of business at [Address] (the "Factor"), and [Client Company], with a principal place of business at [Address] (the "Client").1. Definitions1.1 "Client" means the Client Company named above.1.2 "Factor" means the Factor Company named above.1.3 "Account Debt" means any and all accounts receivable owed to the Client by its customers.1.4 "Advance Rate" means the percentage of the face amount of the Accounts Debt that the Factor agrees to advance to the Client.1.5 "Recourse" means the Factor's right to seek repayment from the Client for any advance made on an Account Debt that is not paid by the Customer.2. Factoring Services2.1 The Factor agrees to provide factoring services to the Client in accordance with the terms and conditions of this Contract.2.2 The Client agrees to assign and the Factor agrees to purchase, without recourse, all of the Client's Accounts Debt that meet the Factor's requirements.2.3 The Factor agrees to advance to the Client a percentage of the face amount of the Accounts Debt, as agreed upon by both parties.3. Account Debt Verification3.1 The Client agrees to provide the Factor with accurate and complete information about the Accounts Debt, including invoices, purchase orders, and any other relevant documentation.3.2 The Factor has the right to verify the accuracy of the information provided by the Client and to contact the Client's customers to confirm the amount and terms of the Accounts Debt.3.3 The Client agrees to cooperate fully with the Factor in verifying the accuracy of the information provided.4. Advance and Payment4.1 The Factor agrees to advance to the Client the agreed percentage of the face amount of the Accounts Debt within a reasonable time after the Accounts Debt have been verified.4.2 The Client agrees to repay the Factor for any advance made on an Account Debt that is not paid by the Customer within the agreed time frame.4.3 The Factor may withhold any payments due to the Client if there is a dispute over the amount or validity of the Accounts Debt.5. Fees and Charges5.1 The Client agrees to pay the Factor a factoring fee for the services provided, which will be deducted from the advances made on the Accounts Debt.5.2 The Client also agrees to pay any other fees or charges as outlined in the Contract.6. Term and Termination6.1 This Contract shall remain in effect until terminated by either party with [Number] days' written notice.6.2 Upon termination of the Contract, the Client agrees to repay any outstanding advances made by the Factor on the Accounts Debt.7. Confidentiality7.1 The Client agrees to keep all information related to this Contract, including customer information, confidential and not to disclose it to any third party without the Factor's consent.7.2 The Factor agrees to keep all information related to the Client confidential and not to disclose it to any third party without the Client's consent.8. Governing Law8.1 This Contract shall be governed by and construed in accordance with the laws of the state of [State].IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date first above written.[Factor Company]By: [Name]Title: [Title]Date: _____________________[Client Company]By: [Name]Title: [Title]Date: _____________________。
- 1、下载文档前请自行甄别文档内容的完整性，平台不提供额外的编辑、内容补充、找答案等附加服务。
- 2、"仅部分预览"的文档,不可在线预览部分如存在完整性等问题,可反馈申请退款(可完整预览的文档不适用该条件!)。
- 3、如文档侵犯您的权益，请联系客服反馈,我们会尽快为您处理(人工客服工作时间：9:00-18:30)。
Domestic Factoring Contract with RecourseParty A: *** Co., LtdAddress:Post Code:Legal Representative:Responsible person:Tel: Tel:Fax: Fax:Party B: China Construction Bank Co., Ltd, *** Sub-branchAddress: Post Code:Legal Representative:Responsible person:Tel:Tel:Fax:Fax:WHEREAS：Party A sales goods/provides services on credit, and applies to Party B for factoring service with recourse. With reference to relevant laws and regulations, Party A and Party B after reaching an agreement through negotiations, hereby enter into this Domestic Factoring Contract (the “Contract”).Chapter One DefinitionsArticle 1In this contract and other files for this service, unless otherwise stated, terms are defined as follows:1. Factoring with recourse: Party A transfers to Party B its account receivables that originate from product sales to purchasers, provision of services by Party A as well as based upon other reasons. Party B will provide Party A with account receivables financing services and related comprehensive financing services. If any purchaser fails to pay off account receivables within an agreed period, Party B is authorized to collect the outstanding receivables;2. Commercial Contract means any contracts entered into by and between Party B and purchasers, upon which account receivables under the Contract occur;3. Purchaser: One party of a commercial contract, who buys goods or services from Party A and undertakes obligation of payment.4.Account Receivables means sole, concrete, specific and exclusive, undisputable and legitimate credits deriving from authentic, legitimate transactions and relationship of debts and credits that exist between Party A and purchasers;5. Maximum Prepayment: The highest amount of prepayment for factoring that Party B could provide in line with Party A’s application;6. Prepayment means the prepayment of Party B to Party A in accordance with the qualified accounts receivables before its maturity date.7. Ratio of Prepayment: prepayment to corresponding account receivable ratio;8. Interest of Prepayment: fees charged to Party A for use of fund of Party B;9. Qualified Account Receivables means the account receivables Party A transfers toParty B which also satisfies the following conditions:(1) based on normal legal traction;(2) pricing and payment in RMB unless Party A or/and the purchaser registered in bonded area of China;(3) lawfully possessed by Party A and transferrable, with no defects of title;(4) Party A has performed and will perform its obligations under the commercial contract;(5) other requirements of Party B;Party B can provide prepayment for qualified account receivables under this contract.10. Unqualified Account Receivables:account receivables which is not qualified, or/and account receivables repurchased;11. Commercial Invoice means the written notice with the amount and maturity date of account receivables which Party A sends to the purchasers;12. Account Receivable Management:Party B assists Party A with the account receivable management under this contract;13. Indirect Payment means the transferred account receivables which purchasers do not make the payment to Party B’s designated account;14. Complaints:The purchasers refuse to accept the goods/services or invoices for any reason, or the purchasers’ claim to the account receivables for any reason, or the purchasers do not make the payment fully in time for any reason, or a third person claims right of the account receivables;15. Delivery of goods:Party A delivers the goods or provides services to the purchasers in light of commercial contract or in usual ways;16. Repurchase of Account Receivables: When some circumstances in the contract occurs, Party A bears the obligation to repurchase the account receivables from PartyB unconditionally at the contractual price.17. Maturity Date of Account Receivables:the date of payment determined by commercial invoices and contracts of corresponding account receivables, or changed date of payment with Party B’s consent;18. Working Days: business days of Party B, except legal and public holidays;19. Days: running days.Chapter Two Effectiveness, Modification and Abolishmentof Maximum PrepaymentArticle 2After Party B’s examin ation and rectification, Party B shall issue RMB **** yuan. The term of validity is from the effective date of this contract to 1st January, 2010.The appendix I “List of Limit of Factoring with Recourse”is an inseparable component of this contract.Article 3The maximum prepayment is a revolving line of credit.Article 4Party B is entitled to modify the maximum prepayment unilaterally in line with the change of credit standing of the Purchaser or Party A, and notify Party A in written form hereafter. The modification decision becomes effective when it reaches Party A. Party A acknowledge that Party B is entitled to send the above modification decision by telephone or fax in emergency circumstances.Article 5Party A can submit a written application for the adjustment of the maximum prepayment to Party B, if there is such a need. Party B will notify Party A of the modification decision in written form after examination.Chapter Three Choice of Factoring Service and Transfer of Account Receivables Article 6Under this contract, Party A and Party B chose the following type of factoring service: (‘×’ for the chosen type)( ) Disclosed Recourse Factoring( ) Undisclosed Recourse Factoring( ) Different type of factoring for different purchaser, which is subject to Appendix I Article 7Through negotiation Party A and Party B agree that, in the duration of this contract, Party A sales goods/provides services on credit to purchasers, and transfers the following type of account receivables to Party B: (‘×’ for the chosen type) ( ) All account receivables. Unless this contract terminates, Party A bears the obligation to transfer account receivables to Party B before the full recovery of prepayment, interest, commissions and other fees, even if Party B has stopped providing prepayment.( ) Specific account receivables.‘Transfer of account receivables’ under this contract means Party A transfers the account receivables and all rights thereof to Party B altogether in accordance with this contract.Article 8Unless otherwise stated, Party A shall provide Party B the following files in line with the type of factoring service:1. As to the transfer of all account receivables in disclosed recourse factoring:(1) Send “Advice of Transfer of Account Receivables (ALL)” to purchasers, and get the delivery receipt;(2) Submit “Confirmation Letter of Transfer of Account Receivable”and confirmation list to Party B, after every delivery of goods to purchasers;(3) Send purchasers “Confirmation Letter of Transferred Account Receivable” as required by Party B, after every delivery of goods and get the delivery receipt.2. As to the transfer of specific account receivables in disclosed recourse factoring:(1) “Application of Transfer of Account Receivables” and list of transfer;(2) Send “Advice of Transfer of Account Receivables (SPECIFIC)” to purchasers, and get the delivery receipt.3. As to the transfer of all account receivables in undisclosed recourse factoring:(1) “Advice of Transfer of Account Receivables (ALL)” signed by Party A(2) Send purchasers “Advice of Change of Account”and ask the purchasers to transfer the payment to the factoring account;(3) Submit “Confirmation Letter of Transfer of Account Receivable”and confirmation list to Party B, after every delivery of goods to purchasers;(4) Submit “Confirmation Letter of Transferred Account Receivable”which is signed by Party A to Party B, after every delivery of goods.4. As to the transfer of specific account receivables in undisclosed recourse factoring:(1) “Application of Transfer of Account Receivables” and list of transfer;(2) Send purchasers “Advice of Change of Account”and ask the purchasers to transfer the payment to the factoring account;(3) “Advice of Transfer of Account Receivables (SPECIFIC)” signed by Party A.5. Party A needs to provide Party B the following files whatever type this recourse factoring is:(1) commercial contract;(2) invoices;(3) files to certify the performance of the commercial contract;(4) other documents required by Party B.Article 9In disclosed recourse factoring, “Advice of Transfer of Account Receivables (ALL)”, “Confirmation Letter of Transferred Account Receivable”or “Advice of Transfer of Account Receivables (SPECIFIC)” may not be send to purchasers by Party B, however, Party B reserves the right to send above letters to purchasers directly or ask Party A to notify purchasers at any time.Article 10As to the transfer of all account receivables, all account receivables listed in Appendix I is transferred when this contract becomes effective. As to the transfer of specific account receivables, all account receivables listed in list of transfer is transferred when Party B sends Party A “Acceptance Notice of Transfer of Account Receivables” and list of transfer. Party A shall assist Party B with the registration of the transfer.Article 11Party B enjoys all the rights of Party A under the account receivables after the transfer; however, Party B bears no obligation under the commercial contract between Party A and purchasers.Chapter Four Account Receivables ManagementArticle 12Party B accepts Party A’s application and provide account receivables management service, then Party B shall provide reports listed in Appendix II to Party A for account reconciliation. The appendix II is an inseparable component of this contract.Article 13Party A shall raise objections within five days after the reception of the reports, or deemed as no objection. Party B is entitled to renew the accounting treatment of account receivables in line with this contract, even when Party A has no objection. Article 14When Party A challenges the reports provided by Party B, both parties shall cooperate with the account reconciliation.Chapter Five PrepaymentArticle 15Party A shall apply the withdrawal of prepayment based on the maximum prepayment for transferred undue qualified account receivables in line with its own financial conditions and file “Withdrawal Notice of Prepayment”.Article 16Party A acknowledges and agrees: Party A is entitled to decide whether to accept Party A’s withdrawal application, and whether to provide prepayment for the qualified account receivables. If Party B decides to accept the application, Party B shall comment and sign on “Withdrawal Notice of Prepayment”, transfer the fund, send Party A “Receipt Notice of Repayment” and charge interests in line with this contract. The receipt notice is an inseparable component of this contract.Chapter Six Payment after the purchaser’s paymentArticle 17As to purchasers’ payment to Party B, Party B is entitled to use that fund to pay off account receivables which Party B believes shall be paid up first, regardless whether purchasers designate any account receivables.Party B is entitled (but no obligation) to use purchasers’payment to write off prepayment for any account receivables, unsettled interest, unsettled management fee(if any), unsettled invoice processing fee (if any), overdue penalty or other fees which Party B is entitled to charge. Balance will be transferred to Party A’s account opened in Party B.Party A acknowledges and agrees: Party B is entitled to the full recovery of prepayment, interest and overdue penalty from Party A.Article 18Party A shall notify Party B for any payment of any transferred account receivables. There is a fiduciary relation between the two parties once Party A receives the indirect payment, and Party B is the trustor and beneficiary while Party A is the trustee.Party A shall notify Party B when rights of the trust are affected before it is transferred to Party B, and assist Party B with the realization of the rights.Party A shall compensate Party B for losses of trust due to Party A’s failure in duty. If Party A does not transfer the trust to Party B in time, Party B is entitled to require Party A’s repurchase of the corresponding account receivables in accordance with this contract.Other matters of trust unstipulated clearly are subject to Trust Law of the Peop le’s Republic of China.Article 19If indirect payment of one purchaser happens more than three times (including three), Party B is entitled to announce that purchaser’s all account receivables unqualified, and require Party A to repurchase all account receivables of that purchaser immediately.Chapter Seven Adjustment, Complaint and Repurchase of AccountReceivablesArticle 20For any deduction of account receivables after the transfer, Party A shall send Party B “Application for Adjustment of Account Receivables” for approval, and Party B shall deduct the amount of account receivables transferred accordingly.Article 21If Party A has withdrawn the prepayment when submit “Application for Adjustment of Account Receivables”, Party A shall refund corresponding prepayment and interest unpaid in line with the following agreement:(1) If Party A has withdrawn all the prepayment according to the prepayment ratio, then the refund = deduced amount of account receivables×prepayment ratio;(2) If Party A has not withdrawn all the prepayment according to the prepayment ratio, then the refund = Prepayment withdrawn－deduced amount of account receivables×prepayment ratio.If Party A has sufficient fund in its deposit account opened in Party B, Party B isentitled to deduct the fund from the account directly.Article 22Party B shall send Party A “Complaint Notice”in a reasonable period of time after receiving purchasers’ written complaint notice. If purchasers complaint directly to Party A or Party A acknowledges that purchasers may file a complaint, Party A shall notify Party B in one working day.Article 23Party B is entitled to require Party A to repurchase the account receivables related to complaints.Party B is entitled to stop providing prepayment for all accounts receivables of the purchaser involving in complaints.Article 24Party B is entitled to stop providing Party A prepayment and require Party A to repurchase all the account receivables transferred, if Party B receives reasonable complaints against Party A from one purchaser or many purchasers more than three times.Article 25Party B is entitled to announce related account receivables unqualified and require Party A to repurchase all the account receivables transferred in the following circumstances:1. when purchasers complain about the account receivables;2. Party B does not receive all the payment when the account receivables due;3. direct payment stipulated in Article 18;4. conditions of repurchase stipulated in this contract (include but not limit to Article 19, Article 23 and Article 24);5. Party A’s breach of contract.Party B is entitled to decide whether to grant Party A a grace period.Article 26Repurchase Price = Prepayment offered by Party B－account receivables received from purchasers + unsettled interest of prepayment + unsettled management fee of account receivables+unsettled invoice processing fee + overdue penalty + other fees which Party B is entitled to charge (include but not limit to actual recourse fee).Chapter Eight Factoring Commission and Payment PatternArticle 27Party B is entitled to charge Party A the following commissions related to factoring service with the contractual payment pattern under this contract:1. Management Fee of Account Receivables: 3.6‰of face amount of everyaccount receivables. Collect in lump sum every time when Party B sends Party A “Acceptance Notice of Transfer of Account Receivables”or “Acceptance Confirmation of Transfer of Account Receivables”.2. Interest of Prepayment: Party B charges interest from the day of the release of prepayment to the day of the recovery of repayment (excluded); In repurchase of account receivables, Party B charges interest until the day of the payment of repurchase price (excluded). Both Parties choose the pattern of payment and determine the interest rate:(1) The interest is settled on monthly basis after the prepayment, and the settlement date is the 20th of every month. The interest rate is calculated on a daily basis, and determined by Pattern b :a. annual interest rate %b. The interest rate is subject to the People's Bank of China's benchmark loan interest rate for the corresponding grade and period as of every payment date of prepayment, minus/plus **%.c. the interest rate is subject to “Withdrawal Notice of Prepayment”, if the payment of prepayment is in a foreign currency.d. other.(2) Deduct the interest in lump sum at the payment of prepayment by discount.The “corresponding grade and period” under the first pattern of interest payment is subject to the period from date of prepayment to the maturity date of account receivables.3. Invoice Processing Fee: One hundred yuan for every invoice processing. Collect in lump sum every time when Party B sends Party A “Acceptance Notice of Transfer of Account Receivables”or “Acceptance Confirmation of Transfer of Account Receivables”.4. Overdue penalty: calculated on daily basis, and settled on monthly basis. The overdue penalty rate is subject to prepayment interest rate plus ***%.5. other fees specially agreed upon .Chapter Nine General Representation and WarrantiesBoth parties hereby represent and warrant as follows:Article 28Both Party A and Party B are legal entities founded according to the laws of the People’s Republic of China and possess the obligatory capacity for civil rights and disposing capacity to sign and implement this contract.Article 29The entry and performance of this contract breaches no laws or other related rules and constitutes no breach of other contracts.Article 30This contract is binding to both parties.Chapter Ten Special Representation and Warranties of Party AParty A hereby specially represents and warrants:Article 31All the materials provided by Party A to Party B are authentic, accurate and integrated without any concealment or any material debt that is not disclosed to Party B.Article 32It is authentic, legitimate, valid and undisputable for the relationship of debts and credits originating from any commercial contract based upon which account receivables transferred from Party A to Party B exist.Article 33Party A warrants that purchasers will be notified of the transfer in disclosed recourse factoring.Article 34Party A warrants that there is no dispute or debt between Party A and purchasers related to the commercial contract or this contract.Article 35There is no affiliate relation between Party A and purchasers.Article 36Party A warrants that Party A shall transfer all the rights under every account receivables to Party B.Article 37Party A warrants the effectiveness of the transfer to Party B.Article 38Party A warrants that there is no defect of right as to the account receivables transferred to Party B.Article 39Party A warrants that there is no defect of right as to the goods or services under commercial contractChapter Eleven Commitment of Party AArticle 40Party A shall transfer all account receivables to Party B as stipulated in Article 7 after the entry of this contract.Article 41Party A shall not suspend, terminate or alter the commercial contract, transfer this contract or transfer rights of this contract without Party B’s consent.Article 42Party A shall notify Party B in written form and help with the remedial work accordingly, if Party A finds out any event which may affect the collection of account receivables.Article 43Party A shall notify Party B of the change of its address, business licenses and other matters rated.Article 44Party A agrees to take full responsibility due to recourse and compensate Party B, no matter whether it is within the valid term of this contract.Article 45Party A warrants that Party A will notify Party B and transfer the fund or endorse the bill to Party B in case of indirect payment.Article 46Party A shall take all the measures to assist Party B with the recourse.Chapter Twelve Events of Default and DisposalArticle 47Any of the following items shall be deemed as breach of contract by Party A:1. Party A breaches agreements on the transfer of account receivables under Chapter Three of this contract;2. Party A breaches agreements under Chapter Nine, Chapter Ten or Chapter Eleven of this contract;3. Party A refuses to implement obligations under Chapter Seven or Chapter Eight of this contract4. Party A undertakes activities such as division, merger, reconstruction and so on, without Party B’s consent, which may lower Party A’s credit situation in Party B’s view.5. Party A experiences the following situations: fraudulence, dissolution, bankruptcy, material breach or tort; assets all or partially being seized, auctioned, frozen, or possessed legally or illegally by others; undergo a lawsuit, a claim or a6. Party A experiences one of the following situations: operation deterioration; transfer assets, take out its capital secretly to evade debt; lose its goodwill; other situations which affect or may affect its ability to fulfill its obligation.7. Purchasers undertakes activities such as division, merger, reconstruction and so on, without Party B’s consent, which may lower Party A’s credit situation in Party B’s view.8. Purchasers experience the following situations: fraudulence, dissolution, bankruptcy, material breach or tort; assets all or partially being seized, auctioned, frozen, or possessed legally or illegally by others; undergo a lawsuit, a claim or a sanction.9. Purchasers experience one of the following situations: operation deterioration; transfer assets, take out its capital secretly to evade debt; lose its goodwill; other situations which affect or may affect its ability to fulfill its obligation.10. Party A breaches laws, regulations or other obligations under this contract. Article 48Party B is entitled to take one or more of following measures when Party A breaches the contract:1. decrease or cancel the maximum prepayment, refuse to provide Party A the prepayment, or announce the qualified account receivables unqualified;2. require Party A to repurchase all or partial account receivables transferred under Article 25 and Article 26, and bears Party B’s losses thereof.;3. dissolve, suspend or early terminate this contract unilaterally, hereafter, PartyA has to refund the prepayment in full or partially and pay all related fees;4. disposal of security, or collect the fund from the guarantor;5. require Party A to compensate Party B all losses due to Party A’s default;6. other remedial measures allowed by laws.Chapter Thirteen CommunicationArticle 49Unless otherwise stated, any notice or this contract shall be forwarded in written form to the addresses prescribed in the first page of this contract. One party shall notify the other party of any change of its contact information.The dates on which notices shall be deemed to have been effectively served shall be determined as follows: If forwarded by personal delivery it shall be deemed effectively served when it is handed over to the addressee; If forwarded by registered mail, it shall be deemed effectively served on the third business day after the date mailed; If forwarded by fax it shall be deemed effectively served when receiving the other party’s confirmation signal.Chapter Fourteen Effectiveness of ContractThis contract shall become effective upon signature (or seal) by legal representatives or authorized representatives of both parties and upon the affixing of the official seals of both parties.Chapter Fifteen Dispute SettlementArticle 51Any dispute between Party A and Party B arising in the performance of this Contract shall be settled by the both Parties through consultation; if it cannot be settled through negotiation, it may be settled by Method ( ):1. through legal proceedings at the people's court where Party B is located.2. through arbitration.Article 52This Contract is governed by laws of People’s Republic of China.Chapter Sixteen MiscellaneousArticle 53Party A pays up in the following sequence:1. Recourse Fees spent by Party B;2. unsettled management fee of account receivables (if any), unsettled invoice processing fee (if any) and other unsettled fees;3. interest of prepayment (including overdue penalty);4. Prepayment.Article 54Neither party is entitled to alter this contract unilaterally unless otherwise stipulated in this contract.Article 55Party A bears the burden of related fees, such as counsel fee, insurance fee, registration fee and etc, as well as actual fees incurred during the realization of Party B’s rights.Article 56Party A agrees that Party B is entitled to check Party A’s credit status and submit Party A’s information to the credit database of people’s bank of China. Party A also agrees that Party B can use and disclose its information reasonably for business need. Article 57Party B is entitled to report to related authorities and collect fund publicly by media, if Party A beaches this contract.Article 58Unless other reliable and definite adverse evidence exists, Party B’s inner financial files and business documents constitute the valid, definite evidence of both parties’ obligation and rights. Party A agrees that Party A will not raise objection only because these documents are made or preserved by Party B itself.Article 59Any rights of Party B under this contract do not affect or exclude Party B’s other rights enjoyed under laws and other contracts. Any tolerance of Party A shall not be deemed as waiver of rights.Article 60Party A shall immediately notify Party B of its change of address or contact information in written form. Party A shall bear the losses due to the delay thereof. Article 61As to Party A’s unsettled payment under this contract, Party B is entitled to transfer the corresponding fund from Party A’s account opened in China Construction Bank directly without notifying Party A in advance.Article 62All lists, notices, appendices and other files referred in this contract or filed according to this contract are inseparable components of this contract, which have same legal validity.Article 63This agreement has originals, which has same legal validity, with each party holding copy.Article 64Party A declares: Party A has fully read this contract. Party B has explained related clauses upon the Party A’s request. Party A has fully understood the meanings and legal consequence of this contract.Party A: (Seal)Legal representative or authorized representative: (Signature)Party B: (Seal)Legal representative or authorized representative: (Signature)Date of signature:。