附录五 商业银行保理业务管理暂行办法
附录 国际保理通用规则
（2012年6月）
附录一 FCI GENERAL RULES FOR INTERNATIONAL FACTORING
（Printed June 2012）
TABLE OF CONTENTS
SECTION I GENERAL PROVISIONS
Article 1 Factoring contracts and receivables
Article 2 Parties taking part in two-factor international factoring
Article 3 Receivables included
Article 4 Common language
Article 5 Time limits
Article 6 Writing
Article 7 Deviating agreements
Article 8 Numbering system
Article 9 Commission／Remuneration
Article 10 Settlement of Disagreements between Export Factor and Import Factor
Article 11 Good faith and mutual assistance
SECTION II ASSIGNMENT OF RECEIVABLES
Article 12 Assignment
Article 13 Validity of assignment
Article 14 Documentation relating to receivables
Article 15 Reassignment of receivables
SECTION III CREDIT RISK
Article 16 Definition of credit risk
Article 17 Approvals and requests for approvals
Article 18 Reduction or cancellation
Article 19 Obligation of Export Factor to assign
SECTION IV COLLECTION OF RECEIVABLES
Article 20 Rights of the Import Factor
Article 21 Collection
Article 22 Unapproved receivables
SECTION V TRANSFER OF FUNDS
Article 23 Transfer of payments
Article 24 Payment under guarantee
Article 25 Prohibitions against assignments
Article 26 Late payments
SECTION VI DISPUTES
Article 27 Disputes
SECTION VII REPRESENTATIONS，WARRANTIES AND UNDERTAKINGS
Article 28 Representations，warranties and undertakings
SECTION VIII MISCELLANEOUS
Article 29 Communication and electronic data interchange（EDI）
Article 30 Accounts and reports
Article 31 Indemnification
Article 32 Breaches of provisions of these Rules
SECTION I General provisions
Article 1 Factoring contracts and receivables
A factoring contract means a contract pursuant to which a supplier may or will assign accounts receivable（referred to in these Rules as“receivables”which expression，where the context allows，also includes parts of receivables）to a factor，whether or not for the purpose of finance，for at least one of the following functions：
—Receivables ledgering
—Collection of receivables
—Protection against bad debts
Article 2 Parties taking part in two-factor international factoring
The parties taking part in two-factor international factoring transactions are：
（i）the supplier（also commonly referred to as client or seller），the party who invoices for the supply of goods or the rendering of services；
（ii）the debtor（also commonly referred to as buyer or customer），the party who is liable for payment of the receivables from the supply of goods or rendering of services；
（iii）The Export Factor，the party to which the supplier assigns his receivables in accordance with the factoring contract；
（iv）the Import Factor，the party to which the receivables are assigned by the Export Factor in
accordance with these Rules.
Article 3 Receivables included
These Rules shall cover only receivables arising from sales on credit terms of goods and／or services provided by any supplier who has an agreement with an Export Factor to or for debtors located in any country in which an Import Factor provides factoring services.Excluded are sales based on letters of credit（other than standby letters of credit），or cash against documents or any kind of sales for cash.
Article 4 Common language
The language for communication between Import Factor and Export Factor is English.When information in another language is provided an English translation must be attached.
Article 5 Time limits
Except as otherwise specified the time limits set forth in these Rules shall be understood as calendar days.Where a time limit expires on a non-working day or any declared public holiday of the Export Factor or the Import Factor，the period of time in question is extended until the first following working day of the factor concerned.
Article 6 Writing
“Writing”means any method by which a communication may be recorded in a permanent form so that it may be re-produced and used at any time after its creation.Where a writing is to be signed，that requirement is met if，by agreement between the parties to the writing，the writing identifies the originator of the writing and indicates his approval of the communication contained in the writing.
（N.B.：Article 6 amended June 2006.）
Article 7 Deviating agreements
An agreement in writing made between an Export Factor and an Import Factor（and signed by both of them），which conflicts with，differs from or extends beyond the terms of these Rules，
shall take precedence over and supersede any other or contrary condition，stipulation or provision in these Rules relating to the subject matter of that agreement but in all other respects shall be subject to and dealt with as part of these Rules.
（N.B.：Article 7 amended June 2004.）
Article 8 Numbering system
In order to identify exactly all suppliers，debtors，Import Factors and Export Factors，an appropriate numbering system must be agreed upon between Export Factor and Import Factor.
Article 9 Commission／Remuneration
（i）The Import Factor shall be entitled to commissions and／or charges for his services on the basis of the structure and terms of payment as promulgated by the FCICouncil from time to time.
（ii）The agreed commissions and／or charges must be paid in accordance with those terms of payment in the agreed currencies.A party delaying payment shall incur interest and the equivalent of any exchange losses resulting from the delay in accordance with Article 26.
（iii）In case of a reassignment of a receivable the Import Factor has nevertheless the right to the commission or charges.
Article 10 Settlement of disagreements between Export Factor and Import Factor
（i）All disagreements arising between an Export Factor and an Import Factor in connection with any international factoring transactions shall be settled under the Rules of Arbitration provided that both are members of FCI at the time of the inception of the transaction.
（ii）Furthermore any such disagreement may be so settled if only one of the parties is a member of FCI at the time of request for arbitration provided that the other party accepts or has accepted such arbitration.
（iii）The award shall be final and binding.
Article 11 Good faith and mutual assistance
Under these Rules all duties shall be performed and all rights exercised in good faith.Each of the Export Factor and Import Factor shall act in every way to help the other's interest and each of them undertakes to the best of his ability to assist the other at all times in obtaining any document that may assist the other to carry out his duties and／or to protect his interests.Each of the Import Factor and the Export Factor undertakes that each will inform the other immediately of any fact or matter which comes to his attention and which may adversely affect the collection of any receivable or the creditworthiness of any debtor.
SECTION II Assignment of receivables
Article 12 Assignment
（i）The assignment of a receivable implies and constitutes the transfer of all rights and interest in and title to such receivable by any means.For the purpose of this definition the granting of a security right over a receivable is deemed to be its transfer.
（ii）By reason of the assignment to the Import Factor of full ownership of each receivable，the Import Factor shall have the right of bringing suit and otherwise enforcing collection either in his own name or jointly with that of the Export Factor and／or that of the supplier and the right to endorse debtor's remittances for the collection in the Export Factor's name or in the name of such supplier and the Import Factor shall have the benefit of all rights of lien，stoppage in transit and all other rights of the unpaid supplier to goods which may be rejected or returned by debtors.
（iii）All assignments of receivables must be in writing.
［N.B.：New Paragraph（ii）added，previous（ii）becomes（iii）June 2009.］
Article 13 Validity of assignment
（i）The Import Factor is obliged，as regards the law of the debtor's country，to inform the Export Factor of：
（a）the wording and formalities of the notice of assignment；and
（b）any elements in an assignment that are necessary to safeguard the Export Factor against claims of third parties.
The Import Factor warrants the effectiveness of his advice.
（ii）The Export Factor，whilst relying on the Import Factor's advice under paragraph（i）of this Article as regards the law of the debtor's country，shall be responsible for the effectiveness of the assignment to him by the supplier and of his assignment to the Import Factor including their effectiveness against the claims of third parties and in the insolvency of the supplier.
（iii）If the Export Factor requests a particular assignment，enforceable against third parties，the Import Factor is obliged to act accordingly as far as he is able to do so in accordance with the applicable law，at the expense of the Export Factor.
（iv）Whenever the assignment of a receivable needs special documentation or a confirmation in writing in order to be valid and enforceable，at the request of the Import Factor the Export Factor must provide such documentation and／or confirmation in the prescribed way.
（v）If the Export Factor shall fail to provide such documentation or confirmation in relation to that receivable within 30 days of the receipt of the Import Factor's request，then the Import Factor may reassign such receivable.
［N.B.：Paragraphs（i）and（ii）amended June 2004.］
Article 14 Documentation relating to receivables
（i）The Import Factor must receive details of invoices and credit notes relating to any receivable assigned to him without undue delay and in the case of invoices in any event before the due date of the receivable.For the purpose of the GRIF，the“due date”of any receivable shall mean the date specified for payment of the receivable as stated in the contract of sale，provided，however，that if such contract specifies payments in instalments then，unless otherwise dictated by the contract，each instalment shall be treated as having a separate due date.
（ii）The Import Factor may require that the original documents evidencing title，including the negotiable shipping documents and／or insurance certificate，are forwarded through him.
（iii）At the request of the Import Factor and if then needed for the collection of a receivable the Export Factor must promptly provide any or all of the following as proof and in any event within the following time periods：
（a）10 days from the receipt of the request，an exact copy of the invoice issued to the debtor；
（b）30 days from the receipt of that request：
（1）evidence of shipment；
（2）evidence of fulfilment of the contract of sale and／or services where applicable；
（3）any other documents which have been requested before shipment.（iv）If the Export Factor：
（a）does not provide the documents referred to in Article 14（iii）；or
（b）fails to provide a reason for that delay and a request for further time，both acceptable to the Import Factor；within the prescribed time limits，then the Import Factor shall be entitled to reassign the relevant receivable.
（v）The time limit for the Import Factor to be entitled to request these documents from the Export Factor shall be 270 days after due date of the receivable.
［N.B.：Paragraph（iv）added June 2004 previous（iv）moved to Paragraph（v）；Paragraph（i）amended June 2005，June 2006 and June 2010.］
Article 15 Reassignment of receivables
（i）Any reassignment of a receivable under Article 13（v）or Article 14（iv）must be made by the Import Factor no later than the 60th day after his first request for the relevant documents，or，if later，the 30th day after the end of any extended time granted by the Import Factor under Article 14（iv）.
（ii）In the event of any reassignment of a receivable permitted to the Import Factor under this article or under paragraph（vii）of Article 27，except as provided in paragraph（iv）of this Article，the Import Factor shall be relieved of all obligations in respect of the reassigned receivable and may recover from the Export Factor any amount paid by the Import Factor in respect of it.
（iii）Every such reassignment must be in writing.
（iv）If any payment shall be received by the Import Factor from the debtor in respect of any receivable so reassigned before notice of that reassignment shall have been received by the debtor then the Import Factor shall hold that payment for the benefit of，and remit it to，the Export Factor promptly.
［N.B.：Paragraph（i）amended June 2004 and again September 2008.In June 2010 Paragraph（ii）amended and Paragraph（iv）added.］
SECTION III Credit Risk
Article 16 Definition of credit risk
（i）The credit risk is the risk that the debtor will fail to pay a receivable in full within 90 days of its due date otherwise than by reason of a dispute.
（ii）The assumption by the Import Factor of the credit risk on receivables assigned to him is conditional upon his written approval covering such receivables.
Article 17 Approvals and requests for approvals
（i）Requests of the Export Factor to the Import Factor for the assumption of the credit risk，which may be for the approval of individual orders or of credit lines，must be in writing and must contain all the necessary information to enable the Import Factor to appraise the credit risk and the normal payments terms.
（ii）If the Import Factor cannot confirm the exact identification of the debtor as submitted to him he may amend these details in his reply.Any approval shall apply only to the exact identity of the debtor given by the Import Factor in that approval.
（iii）The Import Factor must，without delay and，in any event，not later than 10 days from receipt of the request，advise the Export Factor of his decision in writing.If，within the said period，the Import Factor cannot make a decision he must，at the earliest，and before the expiry of the period so advise the Export Factor.
（iv）The approval shall apply up to the amount approved to the following receivables owed by the debtor：
（a）those on the Import Factor's records on the date of approval；
（b）those arising from shipments made up to 30 days before the date of request for approval；and shall be conditional in each case，upon the receipt by the Import Factor of the invoice details and the documents as stipulated in Article 14.
（v）（a）Approval in full or in part of an individual order binds the Import Factor to assume the approved credit risk provided that the shipment of the goods is made not later than the dateof shipment，if any，stated in the request for the assumption of credit risk or any earlier expiry date indicated by the Import Factor in the approval.
（b）The approval of a credit line binds the Import Factor to assume credit risk on those receivables up to the approved amount for shipments made before cancellation or expiry date of the line.
（c）The word“goods”includes“services”and the expression“shipments made”includes“services performed”.（d）Shipment in relation to goods occurs when they are placed in transit to the debtor or his designee，whether by common carrier or the debtor's or supplier's own transport and in relation to services when they are completed.
（vi）A credit line is a revolving approval of receivables on a debtor's account with one supplier up to the amount of the credit line.Revolving means that，while the credit line remains in force，receivables in excess of the line will succeed amounts within the line which are paid by the debtor or the Import Factor or credited to the debtor.The succession of such receivables shall take place in the order in which they are due for payment and shall be limited at any time to the amount then so paid or credited.Where 2 or more receivables are due for payment on the same date then their succession shall take place in accordance with the order of their respective invoice numbers.
（vii）All approvals are given on the basis that each account receivable is in conformity with the terms of payment（with a permissible occasional variation of 100%or 45 days whichever period is shorter）contained in the pertinent information upon which such approval was granted.However，no such variation，which extends the credit beyond any credit period specified as a maximum by the Import Factor in the approval，shall be permitted.
（viii）The approval shall be given in the same currency as the request.However，the credit line covers receivables represented by invoices expressed not only in that currency，but also in other currencies；but in all cases the risk to the Import Factor shall not at any time exceed the amount of the original approval.
（ix）There shall be only one credit line for each supplier on each debtor and any new credit line shall cancel and replace all previous credit lines for the same supplier on the same debtor in whatever currency denominated.
（x）If it is known to the Import Factor that it is the practice of the debtor to prohibit assignments of receivables owing by him then the Import Factor shall so inform the Export Factor in giving his approval or as soon as it is known to the Import Factor if later.
［N.B.Paragraphs（iv）（v）and（vi）amended October 2007.Paragraphs（i），（v），and（vii）amended September 2008.Paragraph（v）amended June 2009，June 2010 and again June 2012.］
Article 18 Reduction or cancellation
（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 and credit 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 or transactions otherwise excluded before the first assignment of a receivable in respect to that debtor）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 stop page 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 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.Paragraph（iii）（a）and（c）amended June 2012.］
Article 19 Obligation of Export Factor to assign
（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
（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
（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
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
（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
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
（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
（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 aggregated 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 aggregated 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
（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 with held 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 cooperate 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 resolved 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
（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 have 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）
（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
（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
（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
（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.
附录二 UNIDROIT CONVENTION ON INTERNATIONAL FACTORING
（Ottawa，28 May 1988）
THE STATES PARTIES TO THIS CONVENTION，
CONSCIOUS of the fact that international factoring has a significant role to play in the development of international trade，
RECOGNISING therefore the importance of adopting uniform rules to provide a legal framework that will facilitate international factoring，while maintaining a fair balance of interests between the different parties involved in factoring transactions，
HAVE AGREED as follows：
CHAPTERI—SPHERE OF APPLICATION AND GENERAL PROVISIONS
Article 1
1.This Convention governs factoring contracts and assignments of receivables as described in this Chapter.
2.For the purposes of this Convention，“factoring contract”means a contract concluded between one party（the supplier）and another party（the factor）pursuant to which：
（a）the supplier may or will assign to the factor receivables arising from contracts of sale of goods made between the supplier and its customers（debtors）other than those for the sale of goods bought primarily for their personal，family or household use；
（b）the factor is to perform at least two of the following functions：
（i）finance for the supplier，including loans and advance payments；
（ii）maintenance of accounts（ledgering）relating to the receivables；
（iii）collection of receivables；
（iv）protection against default in payment by debtors；
（c）notice of the assignment of the receivables is to be given to debtors.
3.In this Convention references to“goods”and“sale of goods”shall include services and the supply of services.
4.For the purposes of this Convention：
（a）a notice in writing need not be signed but must identify the person by whom or in whose name it is given；
（b）“notice in writing”includes，but is not limited to，telegrams，telex and any other telecommunication capable of being reproduced in tangible form；
（c）a notice in writing is given when it is received by the addressee.
Article 2
1.This Convention applies whenever the receivables assigned pursuant to a factoring contract arise from a contract of sale of goods between a supplier and a debtor whose places of business are in different States and：
（a）those States and the State in which the factor has its place of business are Contracting States；or
（b）both the contract of sale of goods and the factoring contract are governed by the law of a Contracting State.
2.A reference in this Convention to a party's place of business shall，if it has more than one place of business，mean the place of business which has the closest relationship to the relevant contract and its performance，having regard to the circumstances known to or contemplated by the parties at any time before or at the conclusion of that contract.
Article 3(https://www.daowen.com)
1.The application of this Convention may be excluded：
（a）by the parties to the factoring contract；or
（b）by the parties to the contract of sale of goods，as regards receivables arising at or after the time when the factor has been given notice in writing of such exclusion.
2.Where the application of this Convention is excluded in accordance with the previous paragraph，such exclusion may be made only as regards the Convention as a whole.
Article 4
1.In the interpretation of this Convention，regard is to be had to its object and purpose as set forth in the preamble，to its international character and to the need to promote uniformity in its application and the observance of good faith in international trade.
2.Questions concerning matters governed by this Convention which are not expressly settled in it are to be settled in conformity with the general principles on which it is based or，in the absence of such principles，in conformity with the law applicable by virtue of the rules of private international law.
CHAPTER II—RIGHTS AND DUTIES OF THE PARTIES
Article 5
As between the parties to the factoring contract：
（a）a provision in the factoring contract for the assignment of existing or future receivables shall not be rendered invalid by the fact that the contract does not specify them individually，if at the time of conclusion of the contract or when they come into existence they can be identified to the contract；
（b）a provision in the factoring contract by which future receivables are assigned operates to transfer the receivables to the factor when they come into existence without the need for any new act of transfer.
Article 6
1.The assignment of a receivable by the supplier to the factor shall be effective notwithstanding any agreement between the supplier and the debtor prohibiting such assignment.
2.However，such assignment 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 a Contracting State which has made a declaration under Article 18 of this Convention.
3.Nothing in paragraph 1 shall affect any obligation of good faith owed by the supplier to the debtor or any liability of the supplier to the debtor in respect of an assignment made in breach of the terms of the contract of sale of goods.
Article 7
A factoring contract may validly provide as between the parties thereto for the transfer，with or without a new act of transfer，of all or any of the supplier's rights deriving from the contract of sale of goods，including the benefit of any provision in the contract of sale of goods reserving to the supplier title to the goods or creating any security interest.
Article 8
1.The debtor is under a duty to pay the factor if，and only if，the debtor does not have knowledge of any other person's superior right to payment and notice in writing of the assignment：
（a）is given to the debtor by the supplier or by the factor with the supplier's authority；
（b）reasonably identifies the receivables which have been assigned and the factor to whom or for whose account the debtor is required to make payment；and
（c）relates to receivables arising under a contract of sale of goods made at or before the time the notice is given.
2.Irrespective of any other ground on which payment by the debtor to the factor discharges the debtor from liability，payment shall be effective for this purpose if made in accordance with the previous paragraph.
Article 9
1.In a claim by the factor against the debtor for payment of a receivable arising under a contract of sale of goods the debtor may set up against the factor all defences arising under that contract of which the debtor could have availed itself if such claim had been made by the supplier.
2.The debtor may also assert against the factor any right of set-off in respect of claims existing against the supplier in whose favour the receivable arose and available to the debtor at the time a notice in writing of assignment conforming to Article 8（1）was given to the debtor.
Article 10
1.Without prejudice to the debtor's rights under Article 9，non-performance or defective or late performance of the contract of sale of goods shall not by itself entitle the debtor to recover a sum paid by the debtor to the factor if the debtor has a right to recover that sum from the supplier.
2.The debtor who has such a right to recover from the supplier a sum paid to the factor in respect of a receivable shall nevertheless be entitled to recover that sum from the factor to the extent that：
（a）the factor has not discharged an obligation to make payment to the supplier in respect of that receivable；or
（b）the factor made such payment at a time when it knew of the supplier's non-performance or defective or late performance as regards the goods to which the debtor's payment relates.
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 of its 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 authorized 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.
附录三 应收账款质押登记办法
（2007年10月1日）
第一章 总 则
第一条 为规范应收账款质押登记，保护质押当事人和利害关系人的合法权益，根据《中华人民共和国物权法》，制定本办法。
第二条 中国人民银行征信中心（以下简称征信中心）是应收账款质押的登记机构。
征信中心建立应收账款质押登记公示系统（以下简称登记公示系统），办理应收账款质押登记，并为社会公众提供查询服务。
第三条 中国人民银行对征信中心办理应收账款质押登记有关活动进行管理。
第四条 本办法所称的应收账款是指权利人因提供一定的货物、服务或设施而获得的要求义务人付款的权利，包括现有的和未来的金钱债权及其产生的收益，但不包括因票据或其他有价证券而产生的付款请求权。
本办法所称的应收账款包括下列权利：
（一）销售产生的债权，包括销售货物，供应水、电、气、暖，知识产权的许可使用等；
（二）出租产生的债权，包括出租动产或不动产；
（三）提供服务产生的债权；
（四）公路、桥梁、隧道、渡口等不动产收费权；
（五）提供贷款或其他信用产生的债权。
第五条 在同一应收账款上设立多个质权的，质权人按照登记的先后顺序行使质权。
第二章 登记与查询
第六条 应收账款质押登记通过登记公示系统办理。
第七条 应收账款质押登记由质权人办理。
质权人也可以委托他人办理登记。委托他人办理登记的，适用本办法关于质权人办理登记的规定。
第八条 质权人办理质押登记前应与出质人签订协议。协议应载明如下内容：
（一）质权人与出质人已签订质押合同；
（二）由质权人办理质押登记。
第九条 质权人办理应收账款质押登记时，应注册为登记公示系统的用户。
第十条 登记内容包括质权人和出质人的基本信息、应收账款的描述、登记期限。质权人应将本办法第八条规定的协议作为登记附件提交登记公示系统。
出质人或质权人为单位的，应填写单位的法定注册名称、注册地址、法定代表人或负责人姓名、组织机构代码或金融机构代码、工商注册码等。
出质人或质权人为个人的，应填写有效身份证件号码、有效身份证件载明的地址等信息。
质权人可以与出质人约定将主债权金额等项目作为登记内容。
第十一条 质权人应将填写完毕的登记内容提交登记公示系统。登记公示系统记录提交时间并分配登记编号，生成应收账款质押登记初始登记证明和修改码提供给质权人。
第十二条 质权人自行确定登记期限，登记期限以年计算，最长不得超过5年。登记期限界满，质押登记失效。
第十三条 在登记期限届满前90日内，质权人可以申请展期。
质权人可以多次展期，每次展期期限不得超过5年。
第十四条 登记内容存在遗漏、错误等情形或登记内容发生变化的，质权人应当办理变更登记。
质权人在原质押登记中增加新的应收账款出质的，新增加的部分视为新的质押登记，登记时间为质权人填写新的应收账款并提交登记公示系统的时间。
第十五条 质权人办理登记时所填写的出质人法定注册名称或有效身份证件号码变更的，质权人应当在变更之日起4个月内办理变更登记。未办理变更登记的，质押登记失效。
第十六条 质权人办理展期、变更登记的，应当提交与出质人就展期、变更事项达成的协议。
第十七条 有下列情形之一的，质权人应自该情形产生之日起10个工作日内办理注销登记：
（一）主债权消灭；
（二）质权实现；
（三）质权人放弃登记载明的应收账款之上的全部质权；
（四）其他导致所登记质权消灭的情形。
第十八条 质权人凭修改码办理展期、变更登记、注销登记。
第十九条 出质人或其他利害关系人认为登记内容错误的，可以要求质权人变更登记或注销登记。质权人不同意变更或注销的，出质人或其他利害关系人可以办理异议登记。
办理异议登记的出质人或其他利害关系人可以自行注销异议登记。
第二十条 出质人或其他利害关系人应在异议登记办理完毕的同时通知质权人。
第二十一条 出质人或其他利害关系人自异议登记之日起15日内不起诉的，征信中心撤销异议登记。
第二十二条 征信中心应按照出质人或其他利害关系人、质权人的要求，根据生效的法院判决或裁定撤销应收账款质押登记或异议登记。
第二十三条 质权人办理变更登记和注销登记、出质人或其他利害关系人办理异议登记后，登记公示系统记录登记时间、分配登记编号，并生成变更登记、注销登记或异议登记证明。
第二十四条 质权人、出质人和其他利害关系人应当按照登记公示系统提示项目如实登记。
质权人、出质人提供虚假材料办理登记，给他人造成损害的，应当承担相应的法律责任。
第二十五条 任何单位和个人均可以在注册为登记公示系统的用户后，查询应收账款质押登记信息。
第二十六条 出质人为单位的，查询人以出质人完整、准确的法定注册名称进行查询。
出质人为个人的，查询人以出质人的身份证件号码进行查询。
第二十七条 征信中心根据查询人的申请，提供查询证明。
第二十八条 质权人、出质人或其他利害关系人、查询人可以通过证明编号在登记公示系统对登记证明和查询证明进行验证。
第三章 征信中心的职责第四章 附 则
第二十九条 征信中心应当采取必要的措施，维护登记公示系统安全、正常运行。
征信中心因不可抗力不能办理登记或提供查询服务的，不承担法律责任。
第三十条 征信中心应当制定质押登记操作规则和内部管理制度，并报中国人民银行备案。
第三十一条 登记注销或登记期限届满后，征信中心应当对登记记录进行保存，保存期限为15年。
第三十二条 本办法自2007年10月1日起施行。
附录四 应收账款质押登记操作规则
（2007年10月1日）
第一章 总 则
第一条 为规范应收账款质押登记，根据《中华人民共和国物权法》和《应收账款质押登记办法》（以下简称《办法》），制定本规则。
第二条 本规则适用于中国人民银行征信中心（以下简称征信中心）和征信分中心，以及办理应收账款质押登记的当事人和查询人。
第二章 用 户
第三条 质权人或其代理人办理应收账款质押登记，应当注册为应收账款质押登记公示系统（以下简称登记公示系统）的用户。
用户对登记的真实性、完整性和合法性承担责任。
用户应当签署并遵守《应收账款质押登记公示系统用户协议》（以下简称《用户协议》）。
第四条 登记公示系统的用户分为普通用户和常用户。
普通用户自行在登记公示系统互联网页面完成用户注册。普通用户可以进行查询操作。
常用户在登记公示系统互联网页面进行注册、通过征信分中心身份资料真实性形式审查后完成用户注册。常用户可以进行登记和查询操作。
第五条 用户应当如实填写注册资料，注册资料发生变化的，用户应及时更新。
第六条 申请常用户的单位，应向所在地中国人民银行征信分中心提交以下材料：
（一）单位的注册文件，具体指：
1.金融机构提供经营金融业务许可证和工商营业执照副本的复印件，并出示工商营业执照副本原件；
2.企业提供工商营业执照副本复印件并出示原件；
3.事业单位提供事业单位法人登记证复印件并出示原件；
4.其他单位提供注册管理部门颁发的注册登记证书复印件并出示原件；
（二）已经签署的《用户协议》；
（三）组织机构代码证书复印件，并出示原件；
（四）法定代表人或负责人的身份证件复印件；
（五）经办人的身份证件复印件，并出示原件；
（六）单位介绍信。
常用户为金融机构的，无需提交第（三）项所指材料。
上述单位的注册文件复印件、《用户协议》、组织机构代码证书复印件、单位介绍信应加盖公章。
第七条 征信分中心对常用户身份资料的真实性进行形式审查，并将审查结果录入登记公示系统，告知申请单位。
第八条 常用户应当在登记公示系统设置用户管理员，由用户管理员负责管理本机构的操作员。
操作员以用户管理员为其设定的用户登录名登录登记公示系统，以常用户的名义进行登记与查询。操作员可以修改本人的密码。
第九条 常用户的用户管理员密码发生遗忘或被盗等情形，可以向征信中心申请密码重置。
申请密码重置，申请人应下载并填写《应收账款质押登记公示系统密码重置申请表》，加盖单位公章后传真并寄送至征信中心。
申请人应在申请表中注明新密码的接收方式。选择的接收方式发生费用的，由申请人承担。
第十条 征信中心对用户的密码重置申请进行核实。核实属实的，征信中心在收到申请的5个工作日内将新密码反馈申请人。
第十一条 常用户的法定注册名称发生变更时，常用户应向征信中心提出申请，由征信中心进行用户名称变更。
申请名称变更，应将以下材料传真并寄送至征信中心：
（一）填写完整的《应收账款质押登记公示系统用户名称变更申请表》；
（二）相关管理部门出具的名称变更证明复印件。
上述材料应加盖公章。
第十二条 审查通过的名称变更申请，征信中心在收到申请的5个工作日内在登记公示系统为用户修改名称。
第三章 登记与查询
第十三条 进行初始登记时，用户应当按登记公示系统提示完整填写出质人信息、质权人信息、质押财产信息和登记期限，并以影像格式在“质押财产描述附件”栏目中上传《应收账款质押登记协议》（以下简称《登记协议》），否则，登记无效。
《登记协议》至少应载明以下内容：
（一）质权人与出质人已签订质押合同；
（二）由质权人办理质押登记；
（三）出质人已经告知质权人自质押登记起过去四个月之内所有有效的出质人名称，或出质人已经告知质权人所有有效及曾经有效的身份证件号码；
（四）协议双方的签字或签章。
第十四条 出质人法定注册名称、有效身份证件号码或其他登记内容填写错误的，由此引起的后果由用户负责。
第十五条 应收账款的描述，既可做概括性描述，也可做具体描述，但应达到可以确定所出质的应收账款的目的。
应收账款的概括性描述可以使用“XX公司未来3个月到期的所有应收账款”，或“XX公司未来6个月到期的对YY公司的所有应收账款”等。
第十六条 质权人委托他人代为进行登记的，受托人在完成初始登记后，应当将登记证明编号、修改码告知质权人。
第十七条 对初始登记进行变更登记，用户应当输入该初始登记的证明编号与修改码。
第十八条 变更登记证明载明的登记信息是该次变更登记后相关质押登记的最新状况。
第十九条 对有多个质权人的登记进行变更、展期和注销登记时，用户应当输入授权该次登记的质权人名称。
授权该次登记的质权人在登记公示系统称为授权人。
第二十条 登记期限届满未进行展期的，登记不再对外提供查询。
登记期限届满前注销的登记，剩余登记期限长于六个月的，该登记将继续对外提供查询六个月；剩余登记期限不足六个月的，该登记在剩余登记期限内继续对外提供查询。
第二十一条 出质人和利害关系人可以就与己相关的登记进行异议登记。出质人或利害关系人进行异议登记，应当注册为登记公示系统用户。
异议登记之后，进行异议登记的出质人或利害关系人应当向法院提起诉讼，并自异议登记起15日内将法院受理通知书以异议登记附件的形式上传至登记公示系统，并将法院受理通知书复印件寄送至征信中心，否则，征信中心撤销异议登记。
异议登记人发现异议登记错误或质权人已经进行了相应的变更或注销登记的，可以注销异议登记。
第二十二条 登记公示系统为每次完成的登记分配唯一的登记编号，并准确记录登记时间，同时生成含有登记时间及登记编号的登记证明。
第二十三条 经当事人申请，征信中心根据生效的法院判决或裁定，撤销相关登记。
第二十四条 申请撤销登记，当事人应将以下材料传真并寄送至征信中心：
（一）填写完整的《应收账款质押登记公示系统撤销登记申请表》；
（二）申请人身份证明材料复印件；
（三）生效法院裁判的复印件。
申请人是个人的，上述材料（一）应签字；申请人是单位的，上述材料应加盖公章。
第二十五条 对于审查通过的撤销登记申请，征信中心在收到申请的5个工作日内撤销相关登记。
第二十六条 登记公示系统为应收账款的转让交易提供信息平台服务。应收账款转让的，受让方可以将应收账款转让的信息记载于登记公示系统。
第二十七条 登记公示系统出具与查询条件相匹配的查询结果。查询结果包括查询报告和查询证明。
以出质人名称查询的，查询人应当以当前有效的和查询时点前四个月内有效的法定名称进行查询。
以出质人的身份证件号码查询的，查询人应当以出质人所有现在和曾经有效的身份证件号码进行查询。
第二十八条 征信中心可以为登记公示系统出具的登记证明和查询证明盖章。
第四章 附 则
第二十九条 在登记公示系统输入字母、数字和括号，均应在半角状态下进行。
第三十条 用户在登记公示系统进行登记操作时，以填表人身份输入登记内容。
第三十一条 《办法》第十条所指有效身份证件是指居民身份证、军官证、士兵证、港澳居民来往内地通行证、台湾同胞来往大陆通行证、警官证和护照之一；本规则所指身份证明材料，对于个人是指《办法》第十条所指有效身份证件；对于单位是指《企业法人营业执照》副本、《营业执照》副本、《事业单位法人证书》、《社会团体法人登记证书》、《民办非企业单位登记证书》或其他法定注册登记证件之一。
第三十二条 登记公示系统7×18小时提供服务，维护时间除外。征信中心在登记公示系统公告定期维护的时间。在特殊情形下，征信中心可以不经事先通知进行登记公示系统的维修、升级，或因其他特殊原因暂停登记服务。
第三十三条 本规则由中国人民银行征信中心负责解释。
第三十四条 本规则自2007年10月1日起实施。
附录五 商业银行保理业务管理暂行办法
（2014年4月10日）
中国银监会令2014年第5号
第一章 总 则
第一条 为规范商业银行保理业务经营行为，加强保理业务审慎经营管理，促进保理业务健康发展，根据《中华人民共和国合同法》、《中华人民共和国物权法》、《中华人民共和国银行业监督管理法》、《中华人民共和国商业银行法》等法律法规，制定本办法。
第二条 中华人民共和国境内依法设立的商业银行经营保理业务，应当遵守本办法。
第三条 商业银行开办保理业务，应当遵循依法合规、审慎经营、平等自愿、公平诚信的原则。
第四条 商业银行开办保理业务应当妥善处理业务发展与风险管理的关系。
第五条 中国银监会及其派出机构依照本办法及有关法律法规对商业银行保理业务实施监督管理。
第二章 定义和分类
第六条 本办法所称保理业务是以债权人转让其应收账款为前提，集应收账款催收、管理、坏账担保及融资于一体的综合性金融服务。债权人将其应收账款转让给商业银行，由商业银行向其提供下列服务中至少一项的，即为保理业务：
（一）应收账款催收：商业银行根据应收账款账期，主动或应债权人要求，采取电话、函件、上门等方式或运用法律手段等对债务人进行催收。
（二）应收账款管理：商业银行根据债权人的要求，定期或不定期向其提供关于应收账款的回收情况、逾期账款情况、对账单等财务和统计报表，协助其进行应收账款管理。
（三）坏账担保：商业银行与债权人签订保理协议后，为债务人核定信用额度，并在核准额度内，对债权人无商业纠纷的应收账款，提供约定的付款担保。
（四）保理融资：以应收账款合法、有效转让为前提的银行融资服务。
以应收账款为质押的贷款，不属于保理业务范围。
第七条 商业银行应当按照“权属确定，转让明责”的原则，严格审核并确认债权的真实性，确保应收账款初始权属清晰确定、历次转让凭证完整、权责无争议。
第八条 本办法所称应收账款，是指企业因提供商品、服务或者出租资产而形成的金钱债权及其产生的收益，但不包括因票据或其他有价证券而产生的付款请求权。
第九条 本办法所指应收账款的转让，是指与应收账款相关的全部权利及权益的让渡。
第十条 保理业务分类：
（一）国内保理和国际保理
按照基础交易的性质和债权人、债务人所在地，分为国际保理和国内保理。
国内保理是债权人和债务人均在境内的保理业务。
国际保理是债权人和债务人中至少有一方在境外（包括保税区、自贸区、境内关外等）的保理业务。
（二）有追索权保理和无追索权保理
按照商业银行在债务人破产、无理拖欠或无法偿付应收账款时，是否可以向债权人反转让应收账款、要求债权人回购应收账款或归还融资，分为有追索权保理和无追索权保理。
有追索权保理是指在应收账款到期无法从债务人处收回时，商业银行可以向债权人反转让应收账款、要求债权人回购应收账款或归还融资。有追索权保理又称回购型保理。
无追索权保理是指应收账款在无商业纠纷等情况下无法得到清偿的，由商业银行承担应收账款的坏账风险。无追索权保理又称买断型保理。
（三）单保理和双保理
按照参与保理服务的保理机构个数，分为单保理和双保理。
单保理是由一家保理机构单独为买卖双方提供保理服务。
双保理是由两家保理机构分别向买卖双方提供保理服务。
买卖双方保理机构为同一银行不同分支机构的，原则上可视作双保理。商业银行应当在相关业务管理办法中同时明确作为买方保理机构和卖方保理机构的职责。有保险公司承保买方信用风险的银保合作，视同双保理。
第三章 保理融资业务管理
第十一条 商业银行应当按照本办法对具体保理融资产品进行定义，根据自身情况确定适当的业务范围，制定保理融资客户准入标准。
第十二条 双保理业务中，商业银行应当对合格买方保理机构制定准入标准，对于买方保理机构为非银行机构的，应当采取名单制管理，并制定严格的准入准出标准与程序。
第十三条 商业银行应当根据自身内部控制水平和风险管理能力，制定适合叙做保理融资业务的应收账款标准，规范应收账款范围。商业银行不得基于不合法基础交易合同、寄售合同、未来应收账款、权属不清的应收账款、因票据或其他有价证券而产生的付款请求权等开展保理融资业务。
未来应收账款是指合同项下卖方义务未履行完毕的预期应收账款。
权属不清的应收账款是指权属具有不确定性的应收账款，包括但不限于已在其他银行或商业保理公司等第三方办理出质或转让的应收账款。获得质权人书面同意解押并放弃抵质押权利和获得受让人书面同意转让应收账款权属的除外。
因票据或其他有价证券而产生的付款请求权是指票据或其他有价证券的持票人无需持有票据或有价证券产生的基础交易应收账款单据，仅依据票据或有价证券本身即可向票据或有价证券主债务人请求按票据或有价证券上记载的金额付款的权利。
第十四条 商业银行受理保理融资业务时，应当严格审核卖方和／或买方的资信、经营及财务状况，分析拟做保理融资的应收账款情况，包括是否出质、转让以及账龄结构等，合理判断买方的付款意愿、付款能力以及卖方的回购能力，审查买卖合同等资料的真实性与合法性。对因提供服务、承接工程或其他非销售商品原因所产生的应收账款，或买卖双方为关联企业的应收账款，应当从严审查交易背景真实性和定价的合理性。
第十五条 商业银行应当对客户和交易等相关情况进行有效的尽职调查，重点对交易对手、交易商品及贸易习惯等内容进行审核，并通过审核单据原件或银行认可的电子贸易信息等方式，确认相关交易行为真实合理存在，避免客户通过虚开发票或伪造贸易合同、物流、回款等手段恶意骗取融资。
第十六条 单保理融资中，商业银行除应当严格审核基础交易的真实性外，还需确定卖方或买方一方比照流动资金贷款进行授信管理，严格实施受理与调查、风险评估与评价、支付和监测等全流程控制。
第十七条 商业银行办理单保理业务时，应当在保理合同中原则上要求卖方开立用于应收账款回笼的保理专户等相关账户。商业银行应当指定专人对保理专户资金进出情况进行监控，确保资金首先用于归还银行融资。
第十八条 商业银行应当充分考虑融资利息、保理手续费、现金折扣、历史收款记录、行业特点等应收账款稀释因素，合理确定保理业务融资比例。
第十九条 商业银行开展保理融资业务，应当根据应收账款的付款期限等因素合理确定融资期限。商业银行可将应收账款到期日与融资到期日间的时间期限设置为宽限期。宽限期应当根据买卖双方历史交易记录、行业惯例等因素合理确定。
第二十条 商业银行提供保理融资时，有追索权保理按融资金额计入债权人征信信息；无追索权保理不计入债权人及债务人征信信息。商业银行进行担保付款或垫款时，应当按保理业务的风险实质，决定计入债权人或债务人的征信信息。
第四章 保理业务风险管理
第二十一条 商业银行应当科学审慎制定贸易融资业务发展战略，并纳入全行统一战略规划，建立科学有效的贸易融资业务决策程序和激励约束机制，有效防范与控制保理业务风险。
第二十二条 商业银行应当制定详细规范的保理业务管理办法和操作规程，明确业务范围、相关部门职能分工、授信和融资制度、业务操作流程以及风险管控、监测和处置等政策。
第二十三条 商业银行应当定期评估保理业务政策和程序的有效性，加强内部审计监督，确保业务稳健运行。
第二十四条 保理业务规模较大、复杂度较高的商业银行，必须设立专门的保理业务部门或团队，配备专业的从业人员，负责产品研发、业务操作、日常管理和风险控制等工作。
第二十五条 商业银行应当直接开展保理业务，不得将应收账款的催收、管理等业务外包给第三方机构。
第二十六条 商业银行应当将保理业务纳入统一授信管理，明确各类保理业务涉及的风险类别，对卖方融资风险、买方付款风险、保理机构风险分别进行专项管理。
第二十七条 商业银行应当建立全行统一的保理业务授权管理体系，由总行自上而下实施授权管理，不得办理未经授权或超授权的保理业务。
第二十八条 商业银行应当针对保理业务建立完整的前中后台管理流程，前中后台应当职责明晰并相对独立。
第二十九条 商业银行应当将保理业务的风险管理纳入全面风险管理体系，动态关注卖方或买方经营、管理、财务及资金流向等风险信息，定期与卖方或买方对账，有效管控保理业务风险。
第三十条 商业银行应当加强保理业务IT系统建设。保理业务规模较大、复杂程度较高的银行应当建立电子化业务操作和管理系统，对授信额度、交易数据和业务流程等方面进行实时监控，并做好数据存储及备份工作。
第三十一条 当发生买方信用风险，保理银行履行垫付款义务后，应当将垫款计入表内，列为不良贷款进行管理。
第三十二条 商业银行应当按照《商业银行资本管理办法（试行）》要求，按保理业务的风险实质，计量风险加权资产，并计提资本。
第五章 法律责任
第三十三条 商业银行违反本办法规定经营保理业务的，由银监会及其派出机构责令其限期改正。商业银行有下列情形之一的，银监会及其派出机构可采取《中华人民共和国银行业监督管理法》第三十七条规定的监管措施：
（一）未按要求制定保理业务管理办法和操作规程即开展保理业务的；
（二）违反本办法第十三条、十六条规定叙做保理业务的；
（三）业务审查、融资管理、风险处置等流程未尽职的。
第三十四条 商业银行经营保理业务时存在下列情形之一的，银监会及其派出机构除按本办法第三十三条采取监管措施外，还可根据《中华人民共和国银行业监督管理法》第四十六、第四十八条实施处罚：
（一）因保理业务经营管理不当发生信用风险重大损失、出现严重操作风险损失事件的；
（二）通过非公允关联交易或变相降低标准违规办理保理业务的；
（三）未真实准确对垫款等进行会计记录或以虚假会计处理掩盖保理业务风险实质的；
（四）严重违反本办法规定的其他情形。
第六章 附 则
第三十五条 政策性银行、外国银行分行、农村合作银行、农村信用社、财务公司等其他银行业金融机构开展保理业务的，参照本办法执行。
第三十六条 中国银行业协会应当充分发挥自律、协调、规范职能，建立并持续完善银行保理业务的行业自律机制。
第三十七条 本办法由中国银监会负责解释。