UNCITRAL Model Law On International Credit Transfers

Chapter I - General provisions*

Article 1 - Sphere of application**

(1) This law applies to credit transfers where any sending bank and its receiving bank are in different States.

(2) This law applies to other entities that as an ordinary part of their business engage in executing payment orders in the same manner as it applies to banks.

(3) For the purpose of determining the sphere of application of this law, branches and separate offices of a bank in different States are separate banks.

* The Commission suggests the following text for States that might wish to adopt it:

Article Y - Conflict of laws

(1) The rights and obligations arising out of a payment order shall be governed by the law chosen by the parties. In the absence of agreement, the law of the State of the receiving bank shall apply.

(2) The second sentence of paragraph (1) shall not affect the determination of which law governs the question whether the actual sender of the payment order had the authority to bind the purported sender.

(3) For the purposes of this article:
(a) where a State comprises several territorial units having different rules of law, each territorial unit shall be considered to be a separate State;
(b) branches and separate offices of a bank in different States are separate banks.
** This law does not deal with issues related to the protection of consumers.

Article 2 - Definitions

For the purposes of this law:
(a) "Credit transfer" means the series of operations, beginning with the originator's payment order, made for the purpose of placing funds at the disposal of a beneficiary. The term includes any payment order issued by the originator's bank or any intermediary bank intended to carry out the originator's payment order. A payment order issued for the purpose of effecting payment for such an order is considered to be part of a different credit transfer;
(b) "Payment order" means an unconditional instruction, in any form, by a sender to a receiving bank to place at the disposal of a beneficiary a fixed or determinable amount of money if
(i) the receiving bank is to be reimbursed by debiting an account of, or otherwise receiving payment from, the sender, and
(ii) the instruction does not provide that payment is to be made at the request of the beneficiary.
Nothing in this paragraph prevents an instruction from being a payment order merely because it directs the beneficiary's bank to hold, until the beneficiary requests payment, funds for a beneficiary that does not maintain an account with it;
(c) "Originator" means the issuer of the first payment order in a credit transfer;
(d) "Beneficiary" means the person designated in the originator's payment order to receive funds as a result of the credit transfer;
(e) "Sender" means the person who issues a payment order, including the originator and any sending bank;
(f) "Receiving bank" means a bank that receives a payment order;
(g) "Intermediary bank" means any receiving bank other than the originator's bank and the beneficiary's bank;
(h) "Funds" or "money" includes credit in an account kept by a bank and includes credit denominated in a monetary unit of account that is established by an intergovernmental institution or by agreement of two or more States, provided that this law shall apply without prejudice to the rules of the intergovernmental institution or the stipulations of the agreement;
(i) "Authentication" means a procedure established by agreement to determine whether a payment order or an amendment or revocation of a payment order was issued by the person indicated as the sender;
(j) "Banking day" means that part of a day during which the bank performs the type of action in question;
(k) "Execution period" means the period of one or two days beginning on the first day that a payment order may be executed under article 11(1) and ending on the last day on which it may be executed under that article;
(l) "Execution", in so far as it applies to a receiving bank other than the beneficiary's bank, means the issue of a payment order intended to carry out the payment order received by the receiving bank;
(m) "Interest" means the time value of the funds or money involved, which, unless otherwise agreed, is calculated at the rate and on the basis customarily accepted by the banking community for the funds or money involved.

Article 3 - Conditional instructions

(1) When an instruction is not a payment order because it is subject to a condition but a bank that has received the instruction executes it by issuing an unconditional payment order, thereafter the sender of the instruction has the same rights and obligations under this law as the sender of a payment order and the beneficiary designated in the instruction shall be treated as the beneficiary of a payment order.

(2) This law does not govern the time of execution of a conditional instruction received by a bank, nor does it affect any right or obligation of the sender of a conditional instruction that depends on whether the condition has been satisfied.

Article 4 - Variation by agreement

Except as otherwise provided in this law, the rights and obligations of parties to a credit transfer may be varied by their agreement.

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Chapter II. Obligations of the parties