United Nations Convention on the
Assignment
of Receivables
in International Trade
CHAPTER VI. FINAL PROVISIONS
Article 33. Depositary
The Secretary-General of the
United Nations is the depositary of this Convention.
Article 34. Signature, ratification, acceptance,
approval, accession
1.
This Convention is open for signature by all States at the Headquarters of the United Nations in
2.
This Convention is subject to ratification, acceptance or approval by the signatory States.
3.
This Convention is open to accession by all States that are not signatory States as from the date
it is open for signature.
4.
Instruments of ratification, acceptance, approval and accession are to be deposited with the
Secretary-General of the United Nations.
Article 35. Application to territorial
units
1.
If a 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 any time declare that this
Convention is to extend to all its territorial units or only one or more of them, and may at any time
substitute another declaration for its
earlier declaration.
2.
Such declarations are to state expressly the territorial units to which this Convention extends.
3.
If, by virtue of a declaration under this article, this Convention does
not extend to all territorial units of a State and the assignor or the debtor
is located in a territorial unit to which this Convention does not extend, this
location is considered not to be in a
4.
If, by virtue of a declaration under this article, this Convention does not extend to all territorial
units of a State and the law governing the original contract is the law in force in
a territorial unit to which this Convention does not extend, the law governing the original contract is considered not
to be the law of a Contracting State.
5. If a State makes no declaration under
paragraph 1 of this article, the Convention
is to extend to all territorial units of that State.
[No declaration]
Article 36. Location in a territorial
unit
If a person is
located in a State which has two or more territorial units, that person is located in the territorial unit in
which it has its place of business.
If the assignor or the assignee has a place of business in more than one territorial unit, the place of business is
that place where the central administration
of the assignor or the assignee is exercised. If the debtor has a place
of business in more than one territorial unit, the place of business is that which has the closest relationship to the
original contract. If a person does
not have a place of business, reference is to be made to the habitual residence of that person. A State with two or more
territorial units may specify by
declaration at any time other rules for determining the location of a
person within that State.
[Declaration: Pursuant to article 36, the United
States declares that an assignor that is located in the United States pursuant
to article 5 shall be located in the territorial unit determined pursuant to
article 36 without regard to this declaration unless, under the law, including
the conflict of laws rules, in force in that territorial unit, the
assignor is located in a different territorial unit in the United States, in
which case the assignor is located in the different territorial unit..]
Article 37. Applicable law in
territorial units
Any
reference in this Convention to the law of a State means, in the case of a State which has two or more
territorial units, the law in force in the territorial unit. Such a State may specify by declaration
at any time other rules
for determining the applicable law, including rules that render applicable the law of another territorial unit of that State.
[Declaration: Pursuant to article 37, the United
States declares that the law of the United States means the law in force in the
territorial unit determined pursuant to article 36 unless and to the
extent that, under the conflict of laws rules in force in that
territorial unit, the law of a different territorial unit in the United States
would govern, in which case the law in force in the
different territorial unit shall apply to that extent.]
Article 38. Conflicts with other
international agreements
1.
This Convention does not prevail over any international agreement that has already been or may be
entered into and that specifically governs a transaction otherwise governed by this Convention.
2. Notwithstanding
paragraph 1 of this article, this Convention prevails over the Unidroit Convention on International
Factoring (“the Ottawa Convention”). To the extent that this Convention does not apply to the
rights and obligations of a debtor, it
does not preclude the application of the Ottawa Convention with respect to the
rights and obligations of that debtor.
Article 39.
Declaration on application of chapter V
A
State may declare at any time that it will not be bound by chapter V.
[Pursuant to article 39
the
Article 40.
Limitations relating to Governments
and other
public entities
A State may declare at any time that it will not be bound or the extent to which it will not be bound by
articles 9 and 10 if the debtor or any person granting a personal or property right securing
payment of the assigned receivable is located in that State at the time of conclusion of the
original contract
and is a Government, central or local, any subdivision thereof, or an entity constituted for a public
purpose. If a State has made such a declaration, articles 9 and 10 do not affect the rights and
obligations of that debtor or person. A State may list in a declaration the types of entity that are
the subject of a declaration.
[No
declaration.]
Article 41. Other exclusions
1.
A State may
declare at any time that it will not apply this Convention to specific types
of assignment or to the assignment of specific categories of receivables
clearly described in a declaration.
2.
After a declaration under paragraph 1 of this article
takes effect:
(a) This Convention does not apply to
such types of assignment or to the
assignment of such categories of receivables if the assignor is located at the
time of conclusion of the contract of assignment in such a State; and
(b) The provisions of this Convention
that affect the rights and obligations of the debtor do not apply if, at the
time of conclusion of the original contract, the debtor is located in such a State or the
law governing the original contract is
the law of such a State.
3. This article does
not apply to assignments of receivables listed in article 9, paragraph 3.
[No declaration]
Article 42. Application of the annex
1. A State may at any time declare that it will be bound by:
(a)
The priority rules set forth in section I of the annex and will participate in the international registration system
established pursuant to section II of the annex;
(b)
The priority rules set forth in section I of the annex and will effectuate such rules by use of a
registration system that fulfils the purposes of such rules, in which case, for the purposes of
section I of the annex, registration
pursuant to such a system has the same effect as registration pursuant to
section II of the annex;
(c)
The priority rules set forth in section III of the annex;
(d) The priority
rules set forth in section IV of the annex; or (e) The priority
rules set forth in articles 7 and 9 of the annex.
2.
For the purposes of article 22:
(a)
The law of a State that has made a declaration pursuant to paragraph 1 (a) or (b) of
this article is the set of rules set forth in section I of the annex, as affected by any
declaration made pursuant to paragraph 5 of this
article;
(b)
The law of a State that has made a declaration pursuant to paragraph 1 (c) of this article
is the set of rules set forth in section III of the annex, as affected by any declaration
made pursuant to paragraph 5 of this article;
(c)
The law of a State that has made a declaration pursuant to paragraph 1 (d) of this article
is the set of rules set forth in section IV of the annex, as affected by any
declaration made pursuant to paragraph 5 of this article; and
(d)
The law of a State that has made a declaration pursuant to paragraph 1 (e) of this
article is the set of rules set forth in articles 7 and 9 of the annex, as affected by any
declaration made pursuant to paragraph 5 of this
article.
3.
A State that has made a declaration pursuant to paragraph 1 of this
article may establish rules pursuant to which contracts of assignment concluded before the declaration
takes effect become subject to those rules within
a reasonable time.
4.
A State that has
not made a declaration pursuant to paragraph 1 of this article may, in accordance with priority rules in force in that
State, utilize the registration
system established pursuant to section II of the annex.
5. At the time a State
makes a declaration pursuant to paragraph 1 of this article or thereafter, it may declare that:
(a)
It will not apply the priority rules chosen under paragraph 1 of this article to certain types of assignment or to the
assignment of certain categories of receivables; or
(b)
It will apply
those priority rules with modifications specified in that declaration.
6. At the request of Contracting or
[No declaration.]
Article 43. Effect of declaration
1.
Declarations made under articles 35, paragraph 1, 36, 37 or 39 to 42 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.
4.
A State that makes a declaration under articles 35, paragraph 1, 36, 37 or 39 to 42 may withdraw it at
any time by a formal notification in writing addressed to the depositary. Such withdrawal takes
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.
In the case of a declaration under articles 35, paragraph 1, 36, 37 or 39 to 42 that takes effect
after the entry into force of this Convention in respect of the State concerned
or in the case of a withdrawal of any such declaration,
the effect of which in either case is to cause a rule in this Convention,
including any annex, to become applicable:
(a) Except as provided in paragraph 5 (b) of this
article, that rule is applicable only to assignments for which the contract of
assignment is
concluded on or after the date
when the declaration or withdrawal takes effect in respect of the Contracting State referred to in
article 1, paragraph 1 (a);
(b) A rule
that deals with the rights and obligations of the debtor applies only in respect of original contracts
concluded on or after the date when the
declaration or withdrawal takes effect in respect of the
6.
In the case of a declaration under articles 35, paragraph 1, 36, 37 or 39 to 42 that takes effect
after the entry into force of this Convention in respect of the State concerned
or in the case of a withdrawal of any such declaration,
the effect of which in either case is to cause a rule in this Convention,
including any annex, to become inapplicable:
(a) Except as provided in paragraph 6
(b) of this article, that rule is inapplicable
to assignments for which the contract of assignment is concluded on or after the date when the declaration or
withdrawal takes effect in respect of the Contracting State referred to
in article 1, paragraph 1 (a);
(b) A rule that deals with the rights
and obligations of the debtor is inapplicable
in respect of original contracts concluded on or after the date when the declaration or withdrawal takes effect in
respect of the
7.
If a rule rendered applicable or inapplicable as a result of a declaration or withdrawal referred to
in paragraph 5 or 6 of this article is relevant to the determination of priority with respect to a
receivable for which the contract of assignment is concluded before such declaration or
withdrawal takes
effect or with respect to its proceeds, the right of the assignee has priority over the right of a
competing claimant to the extent that, under the law that would determine priority before such
declaration or withdrawal takes effect,
the right of the assignee would have priority.
Article 44. Reservations
No reservations are permitted except those
expressly authorized in this Convention.
Article 45. Entry into force
1. This Convention enters into force on the
first day of the month following the
expiration of six months from the date of deposit of the fifth instrument
of ratification, acceptance, approval or accession with the depositary.
2.
For each State that becomes a
3.
This Convention applies only to assignments if the contract of assignment is concluded on or
after the date when this Convention enters into force in respect of the Contracting State referred
to in article 1, paragraph
1 (a), provided that the provisions of this Convention that deal with the rights and obligations
of the debtor apply only to assignments of receivables arising from original contracts concluded on
or after the date when
this Convention enters into force in respect of the Contracting State referred to in article 1, paragraph 3.
4. If a receivable is assigned pursuant to a contract of assignment concluded before the date when
this Convention enters into force in respect of the Contracting State referred to in article 1,
paragraph 1 (a), the right of the assignee has priority over the right of a
competing claimant with respect to the receivable to the extent that, under the law that
would determine priority
in the absence of this Convention, the right of the assignee would have priority.
Article 46. Denunciation
1.
A
2.
The denunciation
takes effect on the first day of the month following the expiration of one year after the notification is received by the
depositary. Where a longer period is specified in the notification, the
denunciation takes effect upon the
expiration of such longer period after the notification is received by
the depositary.
3.
This Convention remains applicable to assignments if the contract of assignment is concluded before
the date when the denunciation takes effect in respect of the Contracting State referred to in
article 1, paragraph 1 (a), provided that
the provisions of this Convention that deal with the rights and obligations of the debtor remain applicable
only to assignments of receivables
arising from original contracts concluded before the date when the denunciation takes effect in respect of the
Contracting State referred to in article 1, paragraph 3.
4. If a receivable is
assigned pursuant to a contract of assignment concluded before the date when the denunciation
takes effect in respect of the Contracting State referred to in article 1, paragraph 1 (a), the
right of the assignee
has priority over the right of a competing claimant with respect to the receivable to the extent
that, under the law that would determine priority under this Convention, the right of the assignee would
have priority.
Article 47. Revision and amendment
1.
At the request of not less than one third of the Contracting States to this Convention, the
depositary shall convene a conference of the Contracting States to revise or amend it.
2.
Any instrument of ratification, acceptance, approval or accession
deposited after the entry into force of an amendment to this Convention is deemed to apply to the Convention as amended.
