Valid with effect from 1 May 2024
1 Subject matter of the contract and parties
1.1 The following General quickpaid Terms and Conditions are part of the quickpaid agreement.
1.2 A.B.S. Global Factoring AG (“A.B.S. GLOBAL”) holds a license from the German Federal Financial Supervisory Authority (BaFin) for factoring in accordance with Sections 32, 1 (1a) sentence 1 no. 9 of the German Banking Act (KWG).
1.3 The client’s contractual partner is A.B.S. GLOBAL. A.B.S. GLOBAL may involve third parties in the provision of services.
1.4 The object of quickpaid is the short-term financing of the client’s purchases from its suppliers or their intermediary financiers or brokers (hereinafter collectively “Suppliers”).
1.5 A.B.S. GLOBAL does not advertise its services outside of Germany if a separate authorization is required for this. Otherwise, A.B.S. GLOBAL will only enter into client relationships in exceptional cases and at the express request of clients.
1.6 The client declares that it is acting exclusively within the scope of its commercial business, its commercial activity or its independent professional activity and not for private purposes.
1.7 The client declares that it is acting in his own name and for its own account or for the account of its owners entered in the public registers and without the instigation of third parties.
2 Services and agency
2.1 A.B.S. GLOBAL provides the following services:
(a) Provision of a financing framework after a creditworthiness check
(b) Verification of the eligibility of receivables from client purchases
(c) Assumption of receivables from suppliers against the client for financing purposes
(d) Information and billing
2.2 In particular, the client instructs A.B.S. GLOBAL to take over receivables against him from his suppliers which are presented to A.B.S. GLOBAL by the client himself or by his supplier with the client’s confirmation (business procurement) and undertakes to reimburse A.B.S. GLOBAL in particular for the costs of taking over the receivables, irrespective of the existence of the receivables or the validity of assignments of receivables. Payment is due no later than 120 days after receipt of the notification of payments to suppliers.
3 Assumption of receivables and payment
3.1 A.B.S. GLOBAL receives the offer to take over receivables from the client or its suppliers by presenting the invoices and the transactions underlying the receivables.
3.2 A.B.S. GLOBAL decides on the acceptance of receivables at its own due discretion in each individual case. In particular, A.B.S. GLOBAL shall check the creditworthiness of the client, the existence of the supplier and the suitability of the claim. There is no obligation to accept individual claims, not even from the conclusion of this contract or the sending of access data or physical cards. A.B.S. GLOBAL may, at its own discretion, set financing limits per client, supplier and receivable and adjust these limits for future assumption of receivables on an ongoing basis in line with creditworthiness developments and risk assessments.
3.3 If A.B.S. GLOBAL decides to take over receivables, A.B.S. GLOBAL shall agree this directly with the suppliers (receivable holders). The payment of the purchase prices (invoice amounts) constitutes the purchase of the receivables and the acceptance of the assignment of receivables.
3.4 All associated securities and ancillary rights, such as claims for restitution, default interest and damages, shall also be transferred to A.B.S. GLOBAL upon assumption of the receivables. For this purpose, the client’s claims arising from any changes or additions to the underlying transaction; claims that have taken the place of the transferred claims; expectant rights and claims for restitution and the procurement of ownership in the case of reserved or collateral property; claims arising from the resale of goods by the client; insurance claims and claims against carriers are hereby assigned.
3.5 If the receivables are taken over at the client’s request, A.B.S. GLOBAL shall grant the client a payment term of up to 120 days to finance these, depending on the agreement.
3.6 The client shall make payments on assigned claims exclusively to A.B.S. GLOBAL. In addition, the client shall reimburse A.B.S. GLOBAL for all payments made by A.B.S. GLOBAL in reliance on the defect-free existence of claims and the guarantees under this contract. The obligation to reimburse shall extend to all costs incurred in enforcing the claims.
3.7 With the presentation of receivables to A.B.S. GLOBAL by the client itself or by its supplier under confirmation of the client, the client in advance promises with regard to all receivables assumed within the scope of the agency relationship to fulfill these unconditionally towards A.B.S. GLOBAL, insofar as A.B.S. GLOBAL has actually financed invoice amounts from this, and expressly waives existing or future objections to the existence of the receivables and the validity of assignments of receivables (irrevocable payment undertaking).
3.8 The client is aware that he may be held liable by suppliers and A.B.S. GLOBAL and must pursue claims for reimbursement himself. For this purpose, A.B.S. GLOBAL assigns its own claims against suppliers to the client after satisfaction.
4 Liability for receivables, guarantee promise
With the offer to assume the claim, the client guarantees A.B.S. GLOBAL
4.1 the defect-free origin and existence of the claims, their freedom from defenses and objections and their assignability as well as the transfer to A.B.S. GLOBAL of all statutory and contractual ancillary rights, securities and claims arising therefrom against the Supplier.
4.2 that the receivables result from deliveries of goods, work and services which were commissioned in the regular course of business of his commercial trade in its name and for its account, and in particular not from commission business or receivables with a private reference.
4.3 that the deliveries or services on which the claims are based are contractually justified, have been provided in full, have been accepted or finally accepted by him as being in accordance with the contract and that the claims are not subject to foreign law from outside the countries of the European Union, Great Britain, Norway or Switzerland, insofar as the delivery or service is provided from one of these countries.
4.4 that the deliveries or services on which the claims are based (i) were contractually justified, fully provided and accepted or finally accepted by the client as being in accordance with the contract or (ii) ICC Incoterms 2020 FOB (free on board) or an even more favorable ICC Incoterm 2020 for the client were effectively agreed and the obligations hereunder were actually fulfilled by the suppliers and the client, insofar as the delivery or service is made from a country outside the countries of the European Union, Great Britain, Norway or Switzerland.
4.5 that the receivables are invoiced for payment in a currency of the countries of the European Union, Great Britain, Norway, Switzerland or the United States of America and that the invoicing complies with tax regulations.
4.6 that the invoice amounts on which the receivables are based and the payment terms agreed with the supplier are customary in the market and are not yet overdue at the time of the offer to A.B.S. GLOBAL. Invoiced amounts with payment terms may be due in 8 days at the earliest; invoiced amounts without payment terms may not be more than 7 days overdue.
4.7 that the receivables are not between companies affiliated under company law (intra-group trade receivables) or – also with regard to the authorized representatives – personally related parties.
4.8 that the receivables have not subsequently changed in their existence, in particular that they have not been or will not be canceled or reduced by agreements with the supplier or by revocation, contestation, offsetting, contract amendments or other defenses and objections.
4.9 that it waives the right to raise defenses or objections vis-à-vis A.B.S. GLOBAL against the claims arising from his relationship with the supplier. This also includes the offsetting of counterclaims to which he is entitled against suppliers, including in the context of a current account. This shall also apply if suppliers become insolvent or if claims cannot be enforced for other reasons.
4.10 that no exclusion of assignability has been agreed or that such an exclusion is in any case ineffective, and that he will not invoke any ineffectiveness of the assignment vis-à-vis A.B.S. GLOBAL. Insofar as the client has agreed a prohibition of assignment with the supplier, the client hereby agrees to the assignment of the offered claims to A.B.S. GLOBAL.
4.11 that it recognizes as legally binding all declarations and instructions given with proper imprint and the signatory authorizations communicated to A.B.S. GLOBAL. The client also recognizes the authorization of the persons signing the assignment agreement at the supplier.
4.12 that the receivables do not result from the delivery of live animals or weapons and that the justification or enforcement of the claims does not conflict with national or international regulations, in particular prohibitions and the German Foreign Trade and Payments Act (Aussenwirtschaftsgesetz) with regard to embargoes or other sanctions.
4.13 that ancillary rights and securities such as credit insurance or export credit guarantees actually exist to the extent stated in the offer to take over the receivables and that the client is solely entitled to all securities.
4.14 that the client immediately makes all declarations and takes all actions necessary for the transfer of the claims together with all ancillary rights and claims arising from their security to A.B.S. GLOBAL. With regard to non-assignable rights, A.B.S. GLOBAL is nevertheless authorized in relation to the client to exercise the rights to which the supplier is entitled, in particular the rights of organization, vis-à-vis the client.
5 Information obligations of the client
The client shall provide A.B.S. GLOBAL with all documents required for proper accounts receivable accounting in a timely and complete electronic form. The client shall also inform A.B.S. GLOBAL immediately about
5.1 framework agreements with suppliers or changes thereto, bonuses or other deductions that do not result from the invoice, returns of goods or other complaints, without prejudice to its continuing obligation to pay.
5.2 all circumstances relating to the supplier that could be relevant to the existence or recoverability of receivables tendered or the creditworthiness of the supplier.
5.3 all circumstances relating to itself that could jeopardize its solvency or the enforcement of assigned receivables.
5.4 the assertion of rights of third parties to assigned receivables or objects assigned to A.B.S. GLOBAL as security as well as the revocation or modification of authorizations of suppliers subject to retention of title to collect receivables.
6 Remuneration, invoicing, current account, due date and prohibition of assignment
6.1 A.B.S. GLOBAL shall receive interest and/or fees in accordance with the price agreement made at the time of the offer to take over the claim and the price list published on www.quickpaid.com.
6.2 All claims and receivables of A.B.S. GLOBAL arising from this contract are due immediately, unless expressly agreed otherwise. Invoicing shall take place immediately after acceptance of the claim. The client shall issue A.B.S. GLOBAL with a direct debit mandate to collect payments due.
6.3 All accounts maintained by A.B.S. GLOBAL and its affiliated companies A.B.S. Factoring AG (Switzerland), A.B.S. Factoring AG (Austria), A.B.S. Factoring d.o.o. (Slovenia), A.B.S. Global Factoring AB (Sweden) and Deutsche Gesellschaft für privatärztliche Abrechnung dgpar GmbH for the client, including for service relationships other than quickpaid, form a single account. A.B.S. GLOBAL may offset the resulting balances against each other without restriction (current account). The mutual claims are offset and charged to the client. The proof of invoice shall be deemed approved if the client does not raise any objections within one month of receipt.
6.4 The client may only offset claims of A.B.S. GLOBAL against undisputed or legally established claims. Offsetting is excluded beyond this. The client may only assign claims against A.B.S. GLOBAL with its consent.
7 Liability and compensation for breaches of warranty and duty
7.1 The client is liable to A.B.S. GLOBAL for the fulfillment of all obligations and guarantees of this agreement and owes damages, including loss of profit, in the event of a breach of these, regardless of fault. In this case, A.B.S. GLOBAL can always demand the cancellation of the entire contractual relationship.
7.2 A.B.S. shall only be liable to the client for direct and typical damages resulting from any defective performance. Liability is limited to cases of willful or grossly negligent breach of contractual obligations. These limitations shall not apply in the event of injury to life, limb or health of persons.
8 Contract term and cancellation
The agreement runs for an indefinite period. It can be canceled in writing with a notice period of 3 months to the end of the month. Cancellation for good cause remains reserved. Such a reason exists, even without a warning, in particular in the case of
8.1 Payments by the client contrary to this contract directly to the supplier.
8.2 Non-compliance with warranty promises in accordance with this contract.
8.3 Deception or concealment of circumstances material to the contractual relationship.
8.4 imminent or actual significant deterioration of the client’s assets, in particular the application for insolvency proceedings, cheque or bill protests or return debit notes due to lack of cover, occurrence of insolvency or over-indebtedness, resolution on liquidation due to lack of assets.
8.5 Non-provision, withdrawal and deterioration of collateral to be provided.
9 Data protection, involvement of third parties
9.1 A.B.S. GLOBAL may collect, process and utilize all non-personal information and data about the client, the receivables offered and the details of the suppliers that become known in the course of this business relationship. The data protection declarations of A.B.S. GLOBAL published on www.quickpaid.com apply to the disclosure of data to third parties.
9.2 A.B.S. GLOBAL may have individual services under this agreement provided by third parties named in the data protection declaration or involve third parties in the functioning of the contract. This applies in particular to the identification of the client and his authorized signatories, the credit insurance of the receivables and the refinancing through the assignment of purchased receivables to third parties. The client agrees that A.B.S. GLOBAL may have the identification of the client ensured by third parties, that the non-personal data may be passed on to third parties confidentially and also stored and processed there, and that purchased receivables may be transferred to third parties. The client hereby accepts the contractual content and general terms and conditions of third parties involved by A.B.S. GLOBAL as if they were part of this contract.
9.3 The client shall always obtain the necessary consents from its business partners for the forwarding of their data to A.B.S. GLOBAL independently and in good time.
10 Communication, signatory authorization
10.1 The parties communicate via the client portal at www.quickpaid.com and using the contact details of their business addresses. A.B.S. GLOBAL regularly informs the client about financing limits and notifies the client of changes to the price list.
10.2 The client shall provide A.B.S. GLOBAL with all information and documents necessary to fulfill the obligations arising from anti-money laundering regulation and shall notify A.B.S. GLOBAL immediately of any changes arising in the course of the business relationship.
10.3 In particular, the client shall provide A.B.S. GLOBAL with evidence of the power of representation of the persons acting on its behalf. These persons shall legitimize the other persons authorized to sign on their behalf and prove their identity, unless they have already done so themselves. At the same time, all persons are authorized individually and in a legally binding manner to make declarations to A.B.S. GLOBAL within the scope of the contractual relationship, to legitimize other persons and, in particular, to offer receivables. The client may revoke this authorization at any time.
11 Disclosure of the client’s legal and financial circumstances
The client shall inform A.B.S. GLOBAL immediately of any changes of a legal or economic nature that have a significant impact on the client’s business and of business policy measures that affect the existence and enforceability of the claims. At the request of A.B.S. GLOBAL, the client shall hand over
11.1 the client’s and the supplier’s terms and conditions of purchase, delivery and payment as amended from time to time and shall inform the client of any changes thereto.
11.2 business analyses, annual financial statements and shall grant access to the business books, accounts and other creditworthiness documents at A.B.S. GLOBAL’s discretion by sending them to or inspecting them at the client’s premises. This also applies to all companies legally or economically affiliated with the client. A.B.S. GLOBAL may use the services of authorized representatives who are bound to secrecy in accordance with their professional regulations.
12 Final provisions
12.1 German law shall apply to this contractual relationship, purchases of receivables and assignments of receivables, even if foreign law should apply to receivables and the underlying performance relationships.
12.2 The place of fulfillment is the registered office of A.B.S. GLOBAL. The place of jurisdiction for all disputes arising from and in connection with this contract is – as far as permissible – the registered office of A.B.S. GLOBAL. A.B.S. GLOBAL is also entitled to assert claims at the client’s general place of jurisdiction.
12.3 Damages may be claimed in accordance with the statutory provisions if one party culpably breaches obligations arising from this agreement.
12.4 Written form within the meaning of this agreement includes electronic form.
12.5 There are no verbal collateral agreements. Amendments or additions to this agreement, including this provision, must be made in writing, unless they are merely amendments to these General quickpaid Terms and Conditions.
12.6 A.B.S. GLOBAL shall notify the client of any changes to these General quickpaid Terms and Conditions no later than one month before the proposed date of their entry into force. The client’s consent shall be deemed to have been given if the client does not notify A.B.S. GLOBAL of his rejection by then. A.B.S. GLOBAL shall specifically draw the client’s attention to this authorization effect in the event of changes.
12.7 If a provision is or becomes invalid or cannot be implemented, this shall not affect the validity of the remaining provisions. In this case, a supplementary and/or replacement provision shall be made which corresponds or comes closest to the expressed or, if necessary, presumed intention of the parties, taking into account the purpose of the agreement.
12.8 In the event that this agreement is provided in other languages in addition to German, the German version shall prevail. In the event that this agreement is not provided in German, but in English and/or other languages, the English version shall prevail.