Assignor and assignee

(b) In the case of an assignment by the initial or any other assignee ( subsequent assignment ), the person who makes that assignment is the assignor and the person to whom that assignment is made is the assignee.

An assignment is international if, at the time it is made, the places of business of the assignor and the assignee are in different States.

Rights and obligations of the assignor and the assignee

(1) With the exception of matters which are settled in this Convention, the effectiveness validity of an assignment as between the assignor and the assignee and the mutual rights and obligations of the assignor and the assignee are governed by the law expressly chosen by the assignor and the assignee.

(1) This Convention applies to international assignments of receivables and to assignments of international receivables by the initial or any other assignee to subsequent assignees, even if the initial assignment is not governed by this Convention.

(s) Subsequent assignment means an assignment by the initial or any other assignee.

In the case of a subsequent assignment, the person that makes that assignment is the assignor and the person to which that assignment is made is the assignee.

Effectiveness of an assignment as between the assignor and the assignee and as against the account debtor

(3) A receivable assigned by the assignee to a subsequent assignee is transferred notwithstanding any agreement limiting in any way the assignor apos s right to assign its receivables.

(a) if, at the time of the assignment, the assignor and the assignee have their places of business in a Contracting State or

(a) An assignment is effective as between the assignor and the assignee and as against the account debtor notwithstanding an agreement between the initial or any subsequent assignor and the account debtor or subsequent assignee limiting in any way the assignor's right to assign its receivables

Rights and obligations of the account debtor and the assignee, the obligor under a negotiable instrument or the issuer of a negotiable document and the transferee

1. Unless otherwise agreed between the assignor and the assignee, the assignor or the assignee or both may send the debtor notification of the assignment and a payment instruction, but after notification has been sent only the assignee may send such an instruction.

(d) Notification of the assignment means a communication in writing that reasonably identifies the assigned receivables and the assignee

1. Unless otherwise agreed between the assignor and the assignee, the assignor represents at the time of conclusion of the contract of assignment that

(2) In the absence of a valid choice, the effectiveness validity of an assignment as between the assignor and the assignee and the mutual rights of the assignor and the assignee are governed by the law of the country in which the assignor has its place of business the country with which the contract of assignment is most closely connected .

The data registered shall include the legal name and address of the assignor and the assignee and a brief description of the assigned receivables.

(a) If payment in respect of the assigned receivable is made to the assignee, the assignee is entitled to retain the proceeds and goods returned in respect of the assigned receivable

(b) The assignor has not previously assigned the receivable to another assignee and

(u) Notification of the assignment means a communication in writing that reasonably identifies the assigned receivables and the assignee Note to the Working Group Article 5 (d) of the United Nations Assignment Convention.

3. In an international assignment, the assignor and the assignee are considered, unless otherwise agreed, implicitly to have made applicable to the assignment a usage that in international trade is widely known to, and regularly observed by, parties to the particular type of assignment or to the assignment of the particular category of receivables.

As between assignees of the same receivable from the same assignor, the priority of the right of an assignee in the assigned receivable is determined by the order in which notification of the respective assignments is received by the debtor. However, an assignee may not obtain priority over a prior assignment of which the assignee had knowledge at the time of conclusion of the contract of assignment to that assignee by notifying the debtor.

(a) Personal or property rights securing or supporting payment of the assigned receivable are transferred to the assignee without a new act of transfer.

quot (1) A receivable is transferred to the assignee notwithstanding any agreement between the assignor and the debtor limiting in any way the assignor apos s right to assign its receivables.

A receivable is international if, at the time of conclusion of the original contract, the assignor and the debtor are located in different States. An assignment is international if, at the time of conclusion of the contract of assignment, the assignor and the assignee are located in different States.

1. An agreement concluded before notification of the assignment between the assignor and the debtor that affects the assignee's rights is effective as against the assignee, and the assignee acquires corresponding rights.

2. An agreement concluded after notification of the assignment between the assignor and the debtor that affects the assignee's rights is ineffective as against the assignee unless

Failure of the assignor to perform the original contract does not entitle the debtor to recover from the assignee a sum paid by the debtor to the assignor or the assignee.

(g) If the account debtor receives notification of the assignment from the assignee, it is entitled to request the assignee to provide within a reasonable period of time adequate proof that the assignment from the initial assignor to the initial assignee and any intermediate assignment have been made and, unless the assignee does so, the account debtor is discharged by paying in accordance with this recommendation as if the notification from the assignee had not been received.

(b) Subsequent assignments, provided that any prior assignment is governed by this Convention.

Law applicable to the mutual rights and obligations of the assignor and the assignee

Page Article 26. Law applicable to the rights and obligations of the assignor and the assignee 56 64 16

1. As between the assignor and the assignee, unless otherwise agreed and whether or not notification of the assignment has been sent

(a) An agreement concluded before notification of the assignment between the assignor and the account debtor that affects the assignee's rights is effective as against the assignee, and the assignee acquires corresponding rights

(b) If payment in respect of the assigned receivable is made to the assignor, the assignee is entitled to payment of the proceeds and also to goods returned to the assignor in respect of the assigned receivable and

quot (3) The priority between an assignee and the effectiveness of an assignment as against the assignor apos s creditors is governed by the law of the country in which the assignor has its place of business. quot

(b) An agreement concluded after notification of the assignment between the assignor and the account debtor that affects the assignee's rights is ineffective as against the assignee unless

(c) International transfer Transfers of agents and equipment

(i) Another assignee of the same receivable from the same assignor, including a person who, by operation of law, claims a right in the assigned receivable as a result of its right in other property of the assignor, even if that receivable is not an international receivable and the assignment to that assignee is not an international assignment

As between assignees of the same receivable from the same assignor, the priority of the right of an assignee in the assigned receivable is determined by the order of conclusion of the respective contracts of assignment.

Such an approach would allow assignors and assignees to plan in order to structure their assignment so that it would fall under the scope of the draft Convention or not.

1. An assignment of a receivable is effective notwithstanding any agreement between the initial or any subsequent assignor and the debtor or any subsequent assignee limiting in any way the assignor's right to assign its receivables.

(r) Assignee means the person to which an assignment of a receivable is made.

For example, a conflict of priority among several assignees obtaining the same receivables from the same assignor, or the assignment to a syndicate of assignees, would be subject to a different legal regime, depending on the country in which the assignees would be located.