The Business Master (3rd Edition)/The Business Master (3rd Edition).iso/files/legaegal/legal1/lharc1.exe/8423.BLD

Text File | 1993-01-06 | 6KB | 179 lines

#8423
@001 Enter the name of the SELLER of the accounts:
@002 Enter the name of the FACTOR:
@003 Enter type of merchandise manufactured:
@004/@004 Enter the lines for which receivables will be factored:
all lines of products
KEY IN VALUE
@005 Enter the percentage purchase price of accounts:
@006/@006/@006 Payments will be made:
monthly
weekly
KEY IN VALUE
#end control section
#8423
/* Para. 8423: Factoring agreement */


                  ASSIGNMENT OF ACCOUNTS RECEIVABLE


@001, referred to as SELLER, and @002, referred to as FACTOR,
agree:


SELLER manufacturers and sells @003, and sales are usually made
on credit; FACTOR is desirous of purchasing the accounts
receivable related to the following products manufactured by
SELLER:


@004


SELLER shall provide to FACTOR notice of all proposed sales on
credit arising from the sale of @004. FACTOR may provide to
SELLER forms for applications for credit and other transactions,
which shall be used by SELLER as to such accounts which it
desires to sell to FACTOR.


Upon receipt of written authorization from FACTOR, SELLER shall
ship the goods purchased to the ultimate buyer, and shall
simultaneously provide to FACTOR the original invoices and other
certificates of indebtedness related to all sales.


Upon shipment, FACTOR shall have the sole right to elect to
invoke a seller's right of stoppage in transit, or other
reclamation prior to delivery. All merchandise once shipped
shall be the property of FACTOR in the event of its return.
FACTOR shall not be obligated to accept any particular account
which is offered to it, nor shall FACTOR be liable for its
exercise of right of stoppage or reclamation.


As to all accounts receivable which are accepted by FACTOR, the
assignment of the accounts shall be without recourse to SELLER.
FACTOR shall bear all credit risk related to all such accounts.
However, FACTOR may charge back any sums uncollected due to a
bona fide dispute as to value or quality of the merchandise
between SELLER and its customers. As to such charged back
accounts, the FACTOR shall reassign the receivable to SELLER,
who may retain all sums collected, if any, from such receivables.


From time to time the FACTOR may, but is not obligated, to
authorize purchase of "non-qualifying" accounts. Such acceptances
are for proposed extensions of credit which the FACTOR determines
are not sufficiently credit worthy to purchase outright. In the
event that non-qualifying accounts do not pay, the FACTOR shall
have a full right of recourse as to all unpaid sums.


SELLER shall notify FACTOR of all rejections and returns of
goods, or other disputes related to goods sold. SELLER shall
promptly adjust and settle any bona fide disputes with customers.
In the event that merchandise is returned, SELLER and FACTOR
shall jointly sell the same in a commercially reasonable manner.
In the event of a deficiency after sale, the FACTOR shall
diligently pursue collection of the balance due. If after a
period of 90 days any deficiency balance remains, the same shall
be charged to SELLER.


FACTOR shall be entitled to off set any amounts due on account of
charge backs against all future sums due to SELLER.


Disputes between FACTOR and SELLER regarding whether a dispute is
bona fide in regard to value or quality shall be arbitrated
under the rules of the American Arbitration Association, with a
single arbiter. Such arbiters decision shall be final.


As to all accounts receivable purchased by FACTOR, SELLER shall
mark its internal books and records to reflect the assignment.
FACTOR shall be entitled to make periodic audits of the books and
records of SELLER to verify compliance. FACTOR shall have the
right to notify SELLER's debtors of the assignment of accounts,
or to require SELLER to notify account debtors of assignments.


The purchase price for accounts receivable under this agreement
shall be the face amount of the receivable, calculated as a net
amount on the most favorable discount for prompt payment offered
by, multiplied by @005 percent. Remittances shall be made to
SELLER on a @006 basis.


To induce FACTOR to purchase accounts, SELLER warranties as to
each such account:


that it has not assigned the same to any other entity;


that unless notified in writing by SELLER, at the earliest
opportunity possible, that there are no general liens against the
property of SELLER, or specific liens against the accounts
assigned;


that SELLER is solvent, and will notify ASSIGNEE of its
insolvency, whether under the equitable or legal test for the
same, immediately, should insolvency occur;


that any and all accounts assigned, are legally enforceable and
valid.


SELLER shall be responsible to FACTOR for any damages caused by a
breach of the warranties specified herein.


SELLER appoints FACTOR its attorney in fact with the power to
endorse, negotiate or otherwise cause or facilitate payment of
any notes, checks, drafts, or other remittances on account of
sums due under accounts assigned to FACTOR.


Upon request, SELLER shall provide to FACTOR periodic financial
statements, tax returns or other information reasonably required
by FACTOR regarding SELLERS financial condition.


Upon request, SELLER shall require entities to which it sells on
credit to prepare credit applications and financial statements in
forms acceptable to FACTOR, and provide the same to FACTOR.


This contract constitutes the entire agreement of the parties,
and correctly set forth the terms and conditions of the agreement
between the parties.


This agreement may only be modified in writing executed by both
parties.


Dated: _________________________________






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@001





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@002