(1) Until the debtor receives notification of the assignment, it is entitled to discharge its obligation by paying in accordance with the original contract.
此外会上还指出,无论如何,在有些法律制度中,债务人不能放弃原始合同无效的抗辩。
In addition, it was observed that in any event, in some legal systems, a defence of nullity of the original contract could not be waived by the debtor.
(b)基于债务人不具备承担原始合同责任的行为能力;
(b) defences based on the debtor' s incapacity to incur liability on the original contract;
小组还指出,还有重要的进一步的证据支持了KNPC在未发生入侵情况下则会实施原始合同的结论。
The Panel also notes that there is significant further evidence that supports the conclusion that KNPC would have gone forward with the original contracts in a no-invasion scenario.
For example, if the right to be paid on the receivable has not yet been fully earned by performance and the original contract provides for the possibility of modification, the modification may be effective against the assignee.
The law should provide that failure of the assignor to perform the original contract does not entitle the debtor of the receivable to recover from the assignee a sum paid by the debtor of the receivable to the assignor or the assignee.
索赔人提供了与伊拉克政府的原始合同和送货表的副本,其中详细说明了截至入侵之日为止的送货日期和数量。
The claimant provided copies of the original contracts with the Government of Iraq and schedules detailing the dates and amounts of deliveries made up to the date of the invasion.
通常的例子是,原始合同管辖应收款债务人和债权人之间的长期关系,而这种关系是经常有所调整的。
The usual example would be where the original contract governs a long-term relationship between the debtor and the creditor of the receivable, and the relationship is of the sort that is frequently the subject of modification.
Such exceptions that operate as a guarantee by the assignee that the assignor will perform the original contract may be appropriate in the specific factoring situations addressed in the Ottawa Convention.
如果此种转换在原始合同中未预见到,则它符合将转换成违约赔偿金的非货币权利的转让覆盖在内的决定。
If such a conversion is not foreseen in the original contract, it is in line with the decision to cover the assignment of non-monetary rights converted into damages for breach of contract..
In the case of multiple debtors, it was stated, the rights and obligations of all debtors would be subject to the rules of the draft Convention if the original contract were to be governed by the law of a Contracting State.
(b) the receivable is not fully earned by performance and either modification is provided for in the original contract or, in the context of the original contract, a reasonable assignee would consent to the modification.".
法院认为,卖方通知买方提高货款是要求修改原始合同,对此买方没有作出任何明显的赞同。
The seller's notification to the buyer of the increase in the purchase price was, in the court's view, an offer to modify the original contract to which the buyer had not expressed any explicit consent.
除本公约另有规定外,未经债务人同意,转让不影响债务人的权利和义务,包括原始合同内所载的付款条件。
Except as otherwise provided in this Convention, an assignment does not, without the consent of the debtor, affect the rights and obligations of the debtor, including the payment terms contained in the original contract.
For consistency with article 1, paragraph 3, the reference to the law governing the receivable in article 41, paragraph 2(b) should be substituted by a reference to the law governing the original contract.
(4) Notwithstanding article 22, nothing in this Convention limits the effectiveness against the assignee of an agreement concluded at any time between the assignor and the debtor to modify the original contract.
Wide support was expressed for new paragraph(2)(b), which was said to dispel uncertainty by avoiding the reference to the notion of the" validity" of the original contract.
In response to a question, it was observed that“the rights and obligations of the debtor” were those arising under the original contract and the law governing that contract..
Moreover, it was said that draft article 29 might be sufficient to refer rights of set-off arising from the original contract and related contracts to the law governing the original contract..
Such consent is sufficient if the receivable is not fully earned and the modification is foreseen in the original contract or a reasonable assignee would have consented to such a modification.
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