有追索權的國內保理合同英文版DomesicFacoringConracwihRecourse.docx

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 1 In 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 As 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 to Party 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 Bs 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 Party B 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 Bs consent;18. Working Days: business days of Party B, except legal and public holidays; 19. Days: running days.Chapter Two Effectiveness, Modification and Abolishment of Maximum PrepaymentArticle 2After Party Bs examination 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 4 Party 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 5 Party 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 ReceivablesArticle 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 IArticle 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 9 In 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 10 As 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 11 Party 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 12 Party B accepts Party As 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 13 Party 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 14 When 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 16 Party A acknowledges and agrees: Party A is entitled to decide whether to accept Party As 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 purchasers paymentArticle 17 As 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 As 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 As failure in duty. If Party A does not transfer the trust to Party B in time, Party B is entitled to require Party As repurchase of the corresponding account receivables in accordance with this contract.Other matters of trust unstipulated clearly are subject to Trust Law of the Peoples Republic of China.Article 19 If indirect payment of one purchaser happens more than three times (including three), Party B is entitled to announce that purchasers all account receivables unqualified, and require Party A to repurchase all account receivables of that purchaser immediately.Chapter Seven Adjustment, Complaint and Repurchase of Account ReceivablesArticle 20 For 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 receivablesprepayment ratio;(2) If Party A has not withdrawn all the prepayment according to the prepayment ratio, then the refund = Prepayment withdrawndeduced amount of account receivablesprepayment ratio.If Party A has sufficient fund in its deposit account opened in Party B, Party B is entitled to deduct the fund from the account directly.Article 22 Party 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 24 Party 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 As breach of contract. Party B is entitled to decide whether to grant Party A a grace period.Article 26 Repurchase Price = Prepayment offered by Party Baccount 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 every account 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 Peoples Bank of Chinas 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 se