"КОНВЕНЦИЯ ЮНИДРУА О МЕЖДУНАРОДНОМ ФАКТОРИНГЕ" [рус., англ.] (Заключена в г. Оттаве 28.05.1988)

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:
- finance for the supplier, including loans and advance
payments;
- maintenance of accounts (ledgering) relating to the
receivables;
- collection of receivables;
- 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

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 with

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