United Nations Convention on the Assignment of Receivables in International Trade

CHAPTER II -- GENERAL PROVISIONS

For the purposes of this Convention:

(a)

``Original contract'' means the contract between the assignor and the debtor from which the assigned receivable arises;

(b)

``Existing receivable'' means a receivable that arises upon or before conclusion of the contract of assignment and ``future receivable'' means a receivable that arises after conclusion of the contract of assignment;

(c)

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

(d)

``Notification of the assignment'' means a communication in writing that reasonably identifies the assigned receivables and the assignee;

(e)

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

(f)

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

(g)

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

(h)

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

(i)

``Law'' means the law in force in a State other than its rules of private international law;

(j)

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

(k)

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

(l)

``Netting agreement'' means an agreement between two or more parties that provides for one or more of the following:

(i)

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

(ii)

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

(iii)

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

(m)

``Competing claimant'' means:

(i)

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

(ii)

A creditor of the assignor; or

(iii)

The insolvency administrator.

Subject to article 19, the assignor, the assignee and the debtor may derogate from or vary by agreement provisions of this Convention relating to their respective rights and obligations. Such an agreement does not affect the rights of any person who is not a party to the agreement.

1.

In the interpretation of this Convention, regard is to be had to its object and purpose as set forth in the preamble, to its international character and to the need to promote uniformity in its application and the observance of good faith in international trade.

2.

Questions concerning matters governed by this Convention that are not expressly settled in it are to be settled in conformity with the general principles on which it is based or, in the absence of such principles, in conformity with the law applicable by virtue of the rules of private international law.

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