Unidroit Convention on International Factoring in the United States

CHAPTER III – SUBSEQUENT ASSIGNMENTS

Article 11

1. – Where a receivable is assigned by a supplier to a factor pursuant to a factoring contract governed by this Convention:

(a) the rules set out in Articles 5 to 10 shall, subject to sub-paragraph (b) of this paragraph, apply to any subsequent assignment of the receivable by the factor or by a subsequent assignee;

(b) the provisions of Articles 8 to 10 shall apply as if the subsequent assignee were the factor.

2. – For the purposes of this Convention, notice to the debtor of the
subsequent assignment also constitutes notice of the assignment to the factor.

Article 12

This Convention shall not apply to a subsequent assignment which is
prohibited by the terms of the factoring contract.

CHAPTER IV – FINAL PROVISIONS

Article 13

1. – This Convention is open for signature at the concluding meeting
of the Diplomatic Conference for the Adoption of the Draft Unidroit
Conventions on International Factoring and International Financial
Leasing and will remain open for signature by all States at Ottawa until 31 December 1990.

2. – This Convention is subject to ratification, acceptance or approval by States which have signed it.

3. – This Convention is open for accession by all States which are
not signatory States as from the date it is open for signature.

4. – Ratification, acceptance, approval or accession is effected by
the deposit of a formal instrument to that effect with the depositary.

Article 14

1. – This Convention enters into force on the first day of the month following the expiration of six months after the date of deposit of the third instrument of ratification, acceptance, approval or accession.

2. – For each State that ratifies, accepts, approves, or accedes to this Convention after the deposit of the third instrument of ratification, acceptance, approval or accession, this Convention enters into force in respect of that State on the first day of the month
following the expiration of six months after the date of the deposit ofÔ ) 0*0*0*°° Ôits instrument of ratification, acceptance, approval or accession.

Article 15

This Convention does not prevail over any treaty which has already
been or may be entered into.

Article 16

1. – If a Contracting State has two or more territorial units in which different systems of law are applicable in relation to the matters dealt
with in this convention, it may, at the time of signature, ratification, acceptance, approval or accession, declare that this Convention is to
extend to all its territorial units or only to one or more of them, and may substitute its declaration by another declaration at any time.

2. – These declarations are to be notified to the depositary and are to state expressly the territorial units to which the Convention extends.

3. – If, by virtue of a declaration under this article, this Convention extends to one or more but not all of the territorial units of a Contracting
State, and if the place of business of a party is located in that State, this place of business, for the purposes of this Convention, is considered
not to be in a Contracting State, unless it is in a territorial unit to which the Convention extends.

4. – If a Contracting State makes no declaration under paragraph 1, the Convention is to extend to all territorial units of that State.

Article 17

1. – Two or more Contracting States which have the same or closely related legal rules on matters governed by this Convention may at any time declare that the Convention is
not to apply where the supplier, the
factor and the debtor have their places of business in those States. Such declarations may be made jointly or by reciprocal unilateral declarations.

2. – A Contracting State which has the same or closely related legal rules on matters governed by this Convention as one or more non-Contracting States may at any time declare that the Convention
is not to apply where the supplier, the factor and the debtor have their places of business in those States.

3. – If a State which is the object of a declaration under the previous paragraph subsequently becomes a Contracting State, the declaration made will, as from the date on which the Convention enters
into force in respect of the new Contracting State, have the effect of a declaration made under paragraph 1, provided that the new Contracting State joins in such declaration or makes a reciprocal unilateral declaration.

Article 18

A Contracting State may at any time make a declaration in accordance with Article 6(2) that an assignment under Article 6(1) shall not be effective against the debtor when, at the time of conclusion of the contract of sale of goods, it has its place of business in that State.

Article 19

1. – Declarations made under this Convention at the time of signature are subject to confirmation upon ratification, acceptance or approval.

2. – Declarations and confirmations of declarations are to be in writing and to be formally notified to the depositary.

3. – A declaration takes effect simultaneously with the entry into force of this Convention in respect of the State concerned. However, a declaration of which the depositary receives formal notification after
such entry into force takes
effect on the first day of the month following the expiration of six months after the date of its receipt by the depositary. Reciprocal unilateral declarations under Article 17 take effect on the first day of the month following the expiration of six months after the
receipt of the latest declaration by the depositary.

4. – Any State which makes a declaration under this Convention may withdraw it at any time by a formal notification in writing addressed to the depositary. Such withdrawal is to take effect on the first day of the month following the expiration of six months after the
date of the receipt of the notification by the depositary.

5. – A withdrawal of a declaration made under Article 17 renders inoperative in relation to the withdrawing State, as from the date on which the withdrawal takes effect, any joint or reciprocal unilateral declaration made by another State under that article.

Article 20

No reservations are permitted except those expressly authorised in
this Convention.

Article 21

This Convention applies when receivables assigned pursuant to a factoring contract arise from a contract of sale of goods concluded on or after the date on which the Convention enters into force in respect of the Contracting States referred to in Article 2(1)(a),
or the Contracting State or States referred to in paragraph 1(b) of that article, provided that:

(a) the factoring contract is concluded on or after that date; or

(b) the parties to the factoring contract have agreed that the Convention shall apply.

Article 22

1. – This Convention may be denounced by any Contracting State at any time after the date on which it enters into force for that State.

2. – Denunciation is effected by the deposit of an instrument to that effect with the depositary.

3. – A denunciation takes effect on the first day of the month following the expiration of six months after the deposit of the
instrument of denunciation with the depositary. Where a longer period for
the denunciation to take effect is specified in the instrument
of denunciation it takes effect upon the expiration of such longer period after its deposit with the depositary.

Article 23

1. – This Convention shall be deposited with the Government of Canada.

2. – The Government of Canada shall:
(a) inform all States which have signed or acceded to this Convention and the President of the International Institute for the Unification of Private Law (Unidroit) of:

(i)each new signature or deposit of an instrument of ratification, acceptance, approval or accession, together with the date thereof;

(ii)each declaration made under Articles 16, 17 and 18;

(iii)the withdrawal of any declaration made under Article 19(4);

(iv)the date of entry into force of this Convention;

(v)the deposit of an instrument of denunciation of this Convention together with the date of its deposit and the date on which it takes effect;

(b) transmit certified true copies of this Convention to all signatory States, to all States acceding to the Convention and to the President of the International Institute for the Unification of Private Law (Unidroit).

IN WITNESS WHEREOF the undersigned plenipotentiaries, being duly authorised by their respective Governments, have signed this Convention.

DONE at Ottawa, this twenty-eighth day of May, one thousand nine hundred and eighty-eight, in a single original, of which the English and French texts are equally authentic.