日期：2018-02-09 / 人气： / 来源：http://www.rzfanyi.com/ 作者：译声翻译公司
Article 18 Reduction or cancellation第十八条 缩减或撤销
(i) For good reason the Import Factor shall have the right to reduce or cancel the individual order approval or the credit line. Such cancellation or reduction must take place in writing or by telephone (to be confirmed in writing). Upon receipt of such notice of cancellation or reduction the Export Factor shall immediately notify the supplier and such cancellation or reduction shall be effective as to shipments made and/or services performed after the supplier’s receipt of such notice. On or after the sending of any such notice of cancellation or reduction to the Export Factor, the Import Factor shall have the right to send such notice also direct to the supplier, but he shall inform the Export Factor of such an action.
The Export Factor shall cooperate, and shall ensure that the supplier shall cooperate, with the Import Factor to stop any goods in transit and thus minimise the Import Factor’s loss. The Export Factor undertakes to give the Import Factor all assistance possible in such circumstances.
(ii) On the effective date of the termination of the contract between supplier and Export Factor all order approvals andcredit lines are immediately cancelled without notice, but shall remain valid for any receivable relating to a shipment made and services performed before the date of termination provided that the receivable is assigned to the Import Factor within 30 days of that date.
(iii) When the cancellation of the credit line is effective or the credit line has expired then:
(a) the right of succession ceases and thereafter, except as provided in sub-paragraphs (b) and (c) of this paragraph, any payment or credit (other than a payment or credit in connection with a transaction excluded in Article 3) may be applied by the Import Factor in satisfaction of approved receivables in priority to unapproved receivables;
(b) if any such credit relates to an unapproved receivable and the Export Factor establishes to the satisfaction of the Import Factor that the credit arose solely from the failure to ship or a stoppage in transit, the credit shall be applied to such unapproved receivable; and
(c) any monies subsequently received by the Import Factor resulting from a general distribution from the estate of the debtor in respect of receivables assigned by the Export Factor or the relevant supplier shall be shared between the Import Factor and the Export Factor in proportion to their respective interests in the amount owing by the debtor as at the date of the distribution.
(N.B. Paragraph (iii) (b) and (c) amended June 2003. Paragraph (ii) amended June 2006. Paragraphs (i) and (ii) amended October 2007 and again September 2008 and again June 2009.)
Article 19 Obligation of Export Factor to assign第十九条 出口保理商转让的义务
(i) Subject to the provisions of paragraph (ii) and (iii) of this Article the Export Factor may, but is not obliged to, offer to the Import Factor all receivables, owing by debtors in any one country and relating to one supplier, which have been assigned to the Export Factor.
(ii) The Export Factor shall inform the Import Factor whether or not the Export Factor’s agreement is to include the whole turnover on credit terms to the debtor’s country.
(iii) When the Import Factor has approved a credit line on a debtor and a receivable owing by that debtor has been assigned to the Import Factor, then all subsequent receivables of that supplier in respect of that debtor must be assigned to the Import Factor, even when the receivables are only partly approved or not approved at all.
(iv) When the Import Factor decides to cancel a credit line, the obligation for the Export Factor continues to exist until all approved receivables have been paid or otherwise provided for; in other words, until the Import Factor is “out of risk”. However, after cancellation of the contract between the Export Factor and the supplier, further assignments of receivables cannot be expected.
(N.B. Paragraph (i) amended, old Paragraph (iii) deleted, Paragraphs (iv) & (v) become (iii) & (iv) June 2006. Paragraph (ii) amended October 2007.)
SECTION IV Collection of receivables Article 20 Rights of the Import Factor
第四节 账款的催收 第二十条 进口保理商的权利
(i) If any cash, cheque, draft, note or other instrument in payment of any receivables assigned to the Import Factor is received by the Export Factor or any of his suppliers, the Export Factor must immediately inform the Import Factor of such receipt. It shall be held in trust by the Export Factor or such supplier on behalf of the Import Factor and shall, if so requested by the Import Factor, be duly endorsed and delivered promptly to him.
(ii) If the sales contract contains a prohibition of assignment the Import Factor shall have the same rights as set forth in paragraph (ii) of Article 12 as agent for the Export Factor and/or the supplier.
(iii) If the Import Factor:
(a) is unable to obtain judgement in respect of any receivable assigned to him in the courts, any arbitration panel or other tribunal of competent jurisdiction of the debtor’s country (collectively, a “Tribunal”) by reason only of:
(1) clear and convincing language relating to jurisdiction or alternate dispute resolution in the contract of sale between the supplier and the debtor which gave rise to that receivable; or
(2) denial of jurisdiction to proceed in the debtor’s country by any such Tribunal; and
(b) informs the Export Factor of that inability within 365 days of the due date of the invoice representing that receivable;
then the Import Factor may immediately reassign that receivable and recover from the Export Factor any amount paid in respect of it under paragraph (ii) of Article 24.
(iv) If, within 3 years from the date of any reassignment referred to in paragraph (iii) of this article, the Export Factor or the supplier shall have obtained a judgement or award by any Tribunal in relation to the reassigned receivable against the debtor enforceable in the debtor’s country, then, to the extent that the receivable had been approved, the Import Factor shall:
(a) accept an assignment of all the rights against the debtor under that judgement and again accept the receivable as approved; and
(b) make payment under guarantee within 14 days of the date on which payment is to be made by the debtor according to the judgement provided that the assignment required under paragraph (iv) (a) of this Article has been made effectively by the Export Factor within that period.
All costs in relation to the obtaining of judgement under this Article shall be the responsibility of the Export Factor.
(N.B.: Old Paragraph (i) deleted June 2009. Paragraph (ii) became (iii) and amended June 2004 and June 2009. Paragraph (iv) added June 2009)
Article 21 Collection第二十一条 催收
(i) The responsibility for collection of all receivables assigned to the Import Factor rests with him and he shall use his best endeavours promptly to collect all such receivables whether approved or unapproved.
(ii) Except as provided in Article 27 when the total amount of receivables owing by a debtor at any one time is approved in part:
(a) the Import Factor shall be entitled to take legal proceedings for the recovery of all such receivables without obtaining the prior consent of the Export Factor but the Import Factor shall inform the Export Factor of such action;
(b) if the Export Factor notifies the Import Factor of his disagreement with such legal proceedings, which are then accordingly terminated, the Import Factor shall be entitled to reassign all receivables then owing by the debtor and to be reimbursed by the Export Factor with the amount of all costs and expenses incurred by the Import Factor in such proceedings and the provisions of paragraphs (ii) and (iii) of Article 15 will apply to that reassignment; and
(c) except as provided in paragraph (ii) b) of this Article the costs and expenses of such legal proceedings shall be borne by the Import Factor and the Export Factor in proportion to the respective amounts of the approved and unapproved parts of the outstanding receivables.
Article 22 Unapproved receivables 第二十二条 未核准应收账款
(i) When all receivables owing by a debtor at any one time are wholly unapproved:
(a) the Import Factor shall obtain the consent of the Export Factor before incurring legal and other costs and expenses (other than the Import Factor’s own and administrative costs and expenses) relating to their collection;
(b) such legal and other costs and expenses shall be the responsibility of the Export Factor and the Import Factor shall not be responsible for any loss and/or costs which are attributable to any delay in the giving of such consent by the Export Factor;
(c) If the Export Factor does not answer the Import Factor’s request for consent within 30 days, the Import Factor is entitled to reassign the receivables then or any time thereafter;
(d) The Import Factor shall be entitled on demand to a deposit from the Export Factor to cover fully or partly the amount of the estimated costs to be incurred in the collection of such receivables.
SECTION V Transfer of funds Article 23 Transfer of payments
第五节 资金的划拨 第二十三条 付款的划拨
(i) When any payment is made by the debtor to the Import Factor in respect of any receivable assigned to him he shall pay in the currency of the invoice the equivalent of the net amount received in his bank to the Export Factor immediately after the value date or the date of the Import Factor’s receipt of the bank’s notification of the amount received whichever is later except to the extent of any previous payment under guarantee.
(ii) All payments, irrespective of the amount, shall be transferred daily via SWIFT or a similar system.
(iii) Not later than the day of the transfer the Import Factor shall provide a report showing the allocation of the amount transferred.
(iv) The Export Factor shall repay to the Import Factor on his demand:
(a) any payment made by him to the Export Factor if the debtor’s payment to the Import Factor was made by a payment instrument subsequently dishonoured (cheque or equivalent) provided that:
(1) the Import Factor notified the Export Factor of this possibility with the payment advice (payment under reserve); and
(2) the Import Factor's demand has been made within 10 banking days in the Import Factor's country from the date of his transfer of the funds to the Export Factor; or
(3) such dishonour was the result of a stopped payment order issued by the debtor owing to a dispute raised later than the issuance of the payment instrument, in which case the procedures and time limits are as provided in Article 27 and for that purpose the payment by the Import Factor to the Export Factor shall be treated as if it were a payment under guarantee.
(4) repayments demanded by the Import Factor will not affect his other obligations;
(b) without any time limit, any payment made by the Import Factor to the Export Factor in respect of any unapproved receivable or unapproved part of a receivable to the extent that payment by the debtor or any guarantor of the receivable is subsequently recalled under the law of the country of the payer and such recall is either paid or settled by the Import Factor provided that any such settlement is effected in good faith.
(N.B.: Paragraph (iv) (a) adjusted and Paragraph (iv) (b) added October 2002. Paragraph (iv) (a) adjusted again October 2007.)
Article 24 Payment under guarantee第二十四条 担保付款
Except as provided in Articles 25, 27 and 32:
(i) the Import Factor shall bear the risk of loss arising from the failure of the debtor to pay in full any approved receivable on the due date in accordance with the terms of the relevant contract of sale or service; and
(ii) to the extent that any such receivable shall not be paid by or on behalf of the debtor by the 90th day after the due date as described above, the Import Factor shall on such 90th day make payment to the Export Factor (“payment under guarantee”).
(iii) For the purpose of paragraphs (i) and (ii) of this Article, payment by the debtor shall mean payment to any one of the Import Factor, the Export Factor, the supplier or the supplier’s insolvent estate.
(iv) In the event of payment to the supplier or the supplier’s insolvent estate the Import Factor shall co-operate with and assist in the debtor’s country the Export Factor to mitigate any potential or actual loss to the Export Factor.
(v) If an approved receivable is expressed in a currency other than that of the corresponding credit line, in order to determine the approved amount that receivable shall be converted to the currency of the credit line at the rate of exchange (mid rate) quoted by XE.com (and used in edifactoring.com) at the date on which the payment under guarantee is due. In all cases the risk of the Import Factor shall not exceed at any time the amount of the original approval.
(N.B.: Heading and Paragraph (v) adjusted September 2008.)
Article 25 Prohibitions against assignments 第二十五条 禁止转让
(i) In respect of any approved receivable arising from a contract of sale or for services which includes a prohibition of its assignment the Import Factor’s obligation for a payment under guarantee shall arise on the official insolvency of the debtor or when the debtor makes a general declaration or admission of his insolvency, but, in any event, not earlier than the 90th day after the due date as described in paragraph (i) of Article 24.
(ii) After any payment under guarantee in respect of any approved receivable referred to in paragraph (i) of this article the Import Factor shall have the sole right to claim in the insolvent estate of the debtor in the name of the supplier.
(iii) The Export Factor shall obtain from the supplier and deliver to the Import Factor any document that may be required by him for the purpose of making any claim as described in paragraph (ii) of this Article.
(iv) The provisions of this article shall apply, in spite of anything to the contrary elsewhere in these rules.
(N.B.: Paragraph (iv) added June 2003. Paragraph (i) amended June 2004.)
Article 26 Late payments第二十六条 迟付
(i) If the Import Factor or the Export Factor fails to make payment of any amount when it is due to be paid to the other he shall pay interest to that other.
(ii) Except as provided in paragraph (iii) of this Article, if the Import Factor does not initiate a payment to the Export Factor according to the requirements of Article 23 or Article 24, the Import Factor shall:
(a) be liable to pay to the Export Factor interest calculated for each day from the date on which such payment shall be due until actual payment at twice the 3-months-LIBOR as quoted on such due date in the relevant currency, provided that the accrued amount of interest exceeds EUR 50; and
(b) reimburse the Export Factor with the equivalent of any currency exchange loss suffered by him and caused by the delay in payment.
If there shall be no LIBOR quotation for the relevant currency, twice the lowest lending rate for such currency available to the Export Factor on such date shall apply.
(iii) If as a result of circumstances beyond his control the Import Factor is unable to make any such payment when due:
(a) he shall give immediate notice of that fact to the Export Factor;
(b) he shall pay to the Export Factor interest at a rate equivalent to the lowest lending offer rate available to the Export Factor in the relevant currency calculated for each day from the day when his payment shall be due until actual payment, provided the accrued amount of interests exceeds EUR 50
(iv) Any late payment by the Export Factor to the Import Factor will be subject to the provisions of paragraph (ii) and (iii) of this article.
(N.B.: Paragraph (iv) added October 2007.)
SECTION VI Disputes Article 27 Disputes第六节 争议 第二十七条 争议
(i) A dispute occurs whenever a debtor fails to accept the goods or the invoice or raises a defence, counterclaim or set-off including (but not limited to) any defence arising from a claim to the proceeds of the receivable by any third party. However, where there is a conflict between the provisions of this Article and those of Article 25 the latter shall prevail.
(ii) Upon being notified of a dispute the Import Factor or the Export Factor shall immediately send to the other a dispute notice containing all details and information known to him regarding the receivable and the nature of such dispute. In either case the Export Factor shall provide the Import Factor with further information regarding the dispute within 60 days of the receipt by the Export Factor or his sending it as the case may be.
(iii) Upon receipt of such dispute notice the approval of that receivable shall be deemed to be suspended.
If a dispute is raised by the debtor and the dispute notice is received within 90 days after the due date of the receivable to which the dispute relates, the Import Factor shall not be required to make payment under guarantee of the amount withheld by the debtor by reason of such dispute.
If a dispute is raised by the debtor and the dispute notice is received after payment under guarantee, but within 180 days of the due date of the receivable, the Import Factor shall be entitled to reimbursement of the amount withheld by the debtor by reason of such dispute.
(iv) (a) The Export Factor shall be responsible for the settlement of the dispute and shall act continuously to ensure that it is settled as quickly as possible. The Import Factor shall co-operate with and assist the Export Factor, if so required, in the settlement of the dispute including the taking of legal proceedings.
(b) If the Import Factor declines to take such proceedings or if the Export Factor requires a reassignment of the disputed receivables so that proceedings may be taken in his or the supplier’s name, then, in either case, the Export Factor is entitled to such reassignment.
(c) Whether or not any such reassignment has been made the Import Factor shall again accept as approved, within the time limits specified in paragraph (v) of this Article, such disputed receivable to the extent that the dispute is settled in favour of the supplier (including an admission by the person responsible for the administration of the debtor’s insolvent estate) provided that:
(1) the Export Factor has complied with his obligations under paragraph (iv) a) of this Article;
(2) the Import Factor has been kept fully informed about the status of negotiations or proceedings at regular intervals; and
(3) the settlement provides for payment by the debtor to be made within 30 days of the date of the settlement, if amicable, or the date of the coming into effect of the judgement in the case of a legal settlement, provided, however, that such 30 day period shall not apply in the case of the admission of the debt by the person responsible for the administration of the debtor’s insolvent estate.
(d) For the purpose of this Article, “legal settlement” means a dispute settled by way of a decision of a court or other tribunal of competent jurisdiction (which, for the avoidance of doubt, shall include arbitration) provided such legal proceedings have been formally commenced by proper service of legal process or demand for arbitration prior to the term set for an amicable settlement; and “amicable settlement” means any settlement which is not a legal settlement.
(v) The time limits referred to in paragraph (iv) c) above, for the Import Factor to accept again as approved a disputed receivable, are as follows:
(a) in the case of an amicable settlement, 180 days: and
(b) in the case of a legal settlement, 3 years;
in each case after the receipt of the dispute notice in accordance with paragraph (ii) of this Article. If, however, during such periods, the debtor becomes officially insolvent or makes a general declaration or admission of his insolvency, the Import Factor shall remain at risk until the dispute has been settled.
(vi) In the case of a disputed receivable which the Import Factor has accepted again as approved in accordance with paragraph (iv) of this Article:
(a) if the receivable has been reassigned to the Export Factor the Import Factor shall have the right to an immediate assignment to him of all the Export Factor’s or (as the case may be) the supplier’s rights under the settlement;
(b) in every such case any payment under guarantee, which is to be made in accordance with Article 24, shall be made within 14 days of the date on which payment is to be made by the debtor according to the settlement provided that:
(1) any assignment required by the Import Factor under paragraph (vi) a) of this Article has been made effectively by the Export Factor within that period; and
(2) the end of that period of 14 days is later than the original due date for the payment under guarantee.
(vii) If the Export Factor does not comply with all his obligations under this Article and such non-compliance substantially affects the risk position of the Import Factor, then the Import Factor shall have the right to reassign to the Export Factor the disputed receivable and the Export Factor shall promptly reimburse the Import Factor with the amount of the payment under guarantee; such payment shall include interest from date of payment under guarantee to date of reimbursement as calculated in accordance with paragraph (iii) (b) of Article 26.
(viii) If the dispute is solved in full in favour of the supplier, all related costs shall be the responsibility of the Import Factor. In all other cases the costs will be the responsibility of the Export Factor.
(N.B.: Paragraph (iv) (b) amended June 2004. Paragraph (iv) (c) (3) amended June 2009. Paragraph (vii) amended June 2010.)
SECTION VII Representations, warranties and undertakings
Article 28 Representations, warranties and undertakings
第七节 陈述，保证与承诺 第二十八条 陈述，保证与承诺
(i) The Export Factor warrants and represents for himself and on behalf of his supplier:
(a) that each receivable represents an actual and bona fide sale and shipment of goods or provision of service made in the regular course of business and in conformity with the description of the supplier’s business and terms of payment;
(b) that the debtor is liable for the payment of the amount stated in each invoice in accordance with the terms without defence or claim;
(c) that the original invoice bears notice that the receivable to which it relates has been assigned and is payable only to the Import Factor as its owner or that such notice has been given otherwise in writing before the due date of the receivable, any such notice of assignment being in the form prescribed by the Import Factor.
(d) that each one at the time of his assignment has the unconditional right to assign and transfer all rights and interest in and title to each receivable (including any interest and other costs relating to it which are recoverable from the debtor) free from claims of third parties;
(e) that he is factoring all the receivables arising from sales as defined in Article 3 of any one supplier to any one debtor for which the Import Factor has given approval; and
(f) that all such duties, forwarder’s fees, storage and shipping charges and insurance and other expenses as are the responsibility of the supplier under the contract of sale or service has been fully discharged.
(ii) The Export Factor undertakes for himself and on behalf of his supplier:
(a) that he will inform the Import Factor of any payment received by the supplier or the Export Factor concerning any assigned receivable; and
(b) that as long as the Import Factor is on risk the Export Factor will inform the Import Factor in general or, if requested, in detail about any excluded transactions as defined in Article 3.
(iii) In addition to the provisions of Article 32, in the event of a breach of the warranty given in paragraph (i) e) or the undertaking given in paragraph (ii) b) of this Article the Import Factor shall be entitled to recover from the Export Factor
(a) the commission and/or charges as agreed for that supplier on the receivables withheld, and
(b) compensation for other damages, if any.
SECTION VIII Miscellaneous
Article 29 Communication and electronic data interchange (EDI)
第八节 杂项 第二十九条 通讯与电子数据交换
(i) Any written message as well as any document referred to in these Rules, which has an equivalent in the current EDI Standard can or, if so required by the Constitution and/or the Rules between the Members whenever either of them is applicable, must be replaced by the appropriate EDI-message.
(ii) The use of EDI is governed by the edifactoring.com Rules.
(iii) The originator of a communication shall assume full responsibility for the damages and losses, if any, caused to the receiver by any errors and/or omissions in such communication.
Article 30 Accounts and reports 第三十条 帐务与报告
(i) The Import Factor is responsible for keeping detailed and correct debtor ledgers and for keeping the Export Factor informed about the accounts showing on such ledgers.
(ii) The Export Factor shall be entitled to rely upon all information and reports submitted by the Import Factor provided that such reliance is reasonable and in good faith.
(iii) If for any valid reason the Import Factor or the Export Factor will not be able to make use of the EDI then the Import Factor shall account and report at least once a month to the Export Factor with respect to all transactions and each such monthly account and report shall be deemed approved and accepted by the Export Factor except to the extent that written exceptions are taken by the Export Factor within 14 days of his receipt of such account and report.
Article 31 Indemnification第三十一条 补偿
(i) In rendering his services, the Import Factor shall have no responsibility whatsoever to the Export Factor’s suppliers.
(ii) The Export Factor shall indemnify the Import Factor and hold him harmless against all suits, claims, losses or other demands which may be made or asserted against the Import Factor:
(a) by any such supplier by reason of an action that the Import Factor may take or fail to take; and/or
(b) by any debtor in relation to the goods and/or services, the invoices or the underlying contracts of such supplier;
provided that in either case the Import Factor’s performance in his action or failure to act is reasonable and in good faith.
(iii) The Import Factor shall indemnify the Export Factor against any losses, costs, interest or expenses suffered or incurred by the Export Factor by reason of any failure of the Import Factor to comply with his obligations or warranties under these Rules. The burden of proof of any such loss, costs, interest or expense lies with the Export Factor.
(iv) Each of the Export Factor and the Import Factor shall reimburse the other for all losses, costs, damages, interest, and expenses (including legal fees) suffered or incurred by that other by reason of any of the matters for which the indemnities are given in paragraphs (ii) and (iii) of this Article.
(N.B.: Paragraph (iii) amended September 2008.)
Article 32 Breaches of provisions of these Rules 第三十二条 对规则的违犯
(i) A substantial breach must be asserted within 365 days after the due date of the receivable to which it relates.
(ii) If the Export Factor has substantially breached any provision of these Rules, the Import Factor shall not be required to make payment under guarantee to the extent that the breach has seriously affected the Import Factor to his detriment in his appraisal of the credit risk and/or his ability to collect any receivable. The burden of proof lies with the Import Factor. If the Import Factor has made payment under guarantee the Import Factor shall be entitled to reimbursement of the amount paid, provided the Import Factor has established his right to reimbursement, to the satisfaction of the Export Factor, within 3 years from the date of assertion of the breach.
(iii) A substantial breach of paragraphs (i) a) and b) of Article 28 that results only from a dispute shall not be subject to the provisions of this Article and shall be covered by the provisions of paragraphs (i) to (viii) of Article 27.
(iv) The Export Factor shall promptly reimburse the Import Factor under this Article; such payment shall include interest from date of payment under guarantee to date of reimbursement as calculated in accordance with Article 26 (ii).
(v) The provisions of this Article are additional to and not in substitution for any other provisions of these Articles.
(N.B.: Paragraph (iii) becomes (i) with the other paragraphs to follow chronologically June 2009. Paragraph (ii) amended June 2010
- 国际保理业务通用规则（中英文翻 02-09