有追索权的国内保理合同英文版(Domestic-Factoring-Contract-with-Recourse)

Domestic Factoring Contract with Recourse

Party A: *** Co., Ltd

Address:Post Code:

Legal Representative:Responsible person:

Tel: Tel:

Fax: Fax:

Party B: China Construction Bank Co., Ltd, *** Sub-branch

Address: 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 Definitions

Article 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 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 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 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 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 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 Abolishment

of Maximum Prepayment

Article 2

After 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 3

The 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 Receivables Article 6

Under 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 7

Through 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 8

Unless 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 Management

Article 12

Party 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 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 Prepayment

Article 15

Party 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 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 payment

Article 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 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 18

Party 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 19

If 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 Account

Receivables

Article 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 21

If 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 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 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 23

Party 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 25

Party 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 26

Repurchase 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 Pattern

Article 27

Party 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 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 Warranties

Both parties hereby represent and warrant as follows:

Article 28

Both 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 29

The entry and performance of this contract breaches no laws or other related rules and constitutes no breach of other contracts.

Article 30

This contract is binding to both parties.

Chapter Ten Special Representation and Warranties of Party A

Party A hereby specially represents and warrants:

Article 31

All 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 32

It 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 33

Party A warrants that purchasers will be notified of the transfer in disclosed recourse factoring.

Article 34

Party A warrants that there is no dispute or debt between Party A and purchasers related to the commercial contract or this contract.

Article 35

There is no affiliate relation between Party A and purchasers.

Article 36

Party A warrants that Party A shall transfer all the rights under every account receivables to Party B.

Article 37

Party A warrants the effectiveness of the transfer to Party B.

Article 38

Party A warrants that there is no defect of right as to the account receivables transferred to Party B.

Article 39

Party A warrants that there is no defect of right as to the goods or services under commercial contract

Chapter Eleven Commitment of Party A

Party A shall transfer all account receivables to Party B as stipulated in Article 7 after the entry of this contract.

Article 41

Party 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 42

Party 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 43

Party A shall notify Party B of the change of its address, business licenses and other matters rated.

Article 44

Party 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 45

Party 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 46

Party A shall take all the measures to assist Party B with the recourse.

Chapter Twelve Events of Default and Disposal

Article 47

Any 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 contract

4. 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 a

6. 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 48

Party 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, Party

A 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 Communication

Article 49

Unless 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 Contract

This 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 Settlement

Article 51

Any 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 52

This Contract is governed by laws of People’s Republic of China.

Chapter Sixteen Miscellaneous

Article 53

Party 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 54

Neither party is entitled to alter this contract unilaterally unless otherwise stipulated in this contract.

Article 55

Party 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 56

Party 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 57

Party B is entitled to report to related authorities and collect fund publicly by media, if Party A beaches this contract.

Article 58

Unless 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 59

Any 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 60

Party 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 61

As 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 62

All 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 63

This agreement has originals, which has same legal validity, with each party holding copy.

Article 64

Party 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: