FACTORING AGREEMENT

THIS FACTORING AGREEMENT (“Agreement”) is entered and made effective as of 22 December 2024 

Between

PARTY_1_NAME  of PARTY_1_ADDRESS_SINGLE_LINE (the “Factor”) and

PARTY_2_NAME of PARTY_2_ADDRESS_SINGLE_LINE (the “Client”)

1 Definitions

In this Agreement, the following terms shall have the following meanings:

1.1 “Account Debtor” shall include any person liable on an Account, including without limitation, any guarantor of the Account and any issuer of a letter of credit or banker’s acceptance.

1.2 “Accounts” means, collectively, all accounts receivable arising from sales of inventory or rendition of services by Client, including those under any trade names, through any divisions and through any selling agent of Client, but excluding sales to affiliates of Client, sales on consignment, guaranteed sales, bill and hold or cash on delivery transactions.

1.3 “Business Day” means any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of JURISDICTION_STATE.

1.4 “Client Account Balance” means the aggregate of unpaid amounts owed by Client to Factor under this Agreement adjusted for any credits owed by Factor to Client.

1.5 “Client Risk Account(s)” means any Account or Account(s) which are not Factor Risk Accounts.

1.6 “Collections” means all good funds received by Factor from or on behalf of an Account Debtor with respect to Accounts.

1.7 “Credit Decision Report” has the meaning set forth in Section 2.2 of this Agreement.

1.8 “Credit Risk” means the risk that the Account Debtor will fail to pay the Account in full when due on or before its longest maturity solely because of its financial inability to pay.

1.9 “Customer Claim” means any dispute, claim, offset, defense, deduction, rejection, recoupment, counterclaim or contra account, other than returns and allowances permitted under this Agreement, with respect to any Account.

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