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II.4.60 (INT. FACTORING, 1988) UNIDROIT CONVENTION ON INTERNATIONAL FACTORING, 1988

The Ratification of Maritime Conventions

Chapter I.4.60

UNIDROIT CONVENTION ON INTERNATIONAL FACTORING, 1988

ADOPTED: Done at Ottawa on 28 May 1988
ENTERED INTO FORCE: 1 May 1995
DEPOSITARY: Government of Canada
SECRETARY: UNIDROIT

IMPLEMENTATION

SIGNATURE, RATIFICATION, ACCEPTANCE, APPROVAL AND ACCESSION

Article XIII

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.

ENTRY INTO FORCE

Article XIV

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 of its instrument of ratification, acceptance, approval or accession.

SCOPE OF THE CONVENTION

Article XV

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

Article XXI

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 II (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.

DENUNCIATION

Article XXII

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.

DECLARATIONS/RESERVATIONS

Article XVII

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 XVIII

A Contracting State may at any time make a declaration in accordance with Article VI (2) that an assignment under Article VI (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 XIX

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 XVII 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 XVII 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 XX

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

TERRITORIAL APPLICATION

Article XVI

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.

DECLARATIONS

France

In accordance with Article 38 of the Convention, the French Government declares that an assignment by virtue of Article 6, Paragraph 1 shall not be effective against a debtor which, at the time of conclusion of a contract of sale of goods, has its place of business on the territory of the French Republic.

Latvia

In accordance with Article 18 of the UNIDROIT Convention on International Factoring, the Republic of Latvia declares that the assignment of a receivable made in accordance with 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 the Republic of Latvia.

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