UNIDROIT - Conference for the Adoption of the Conventions on International Factoring and Financial Leasing

DIPLOMATIC CONFERENCE

FOR THE ADOPTION OF THE DRAFT

UNIDROIT CONVENTIONS ON

INTERNATIONAL FACTORING AND

INTERNATIONAL FINANCIAL LEASING

ACTS AND PROCEEDINGS

VOLUME I UNIDROIT Via Panisperna 28 - ROMEPublished by the International Institute for the Unification of Private Law (Unidroit), Rome Printed in Italy by Arti Grafiche S. Marcello - V.le Regina Margherita, 176 - Rome Copyright O Unidroit 1991CONTENTS Introduction

PART 1 - BASIC CONFERENCE MATERIALS

Provisional Agenda Draft Rules of Procedure Draft Convention on international financial leasing as adopted by a Unidroit committee of governmental experts on 30 April 1987 with explanatory report prepared by the Unidroit Secretariat Draft Convention on international factoring as adopted by a Unidroit committee of governmental experts on 24 April 1987 with explanatory report prepared by the Unidroit Secretariat Draft final provisions capable of embodiment in the draft Convention on international financial leasing drawn up by a Unidroit committee of governmental experts with explanatory notes drawn up by the Unidroit Secretariat Draft final provisions capable of embodiment in the draft Convention on international factoring drawn up by a Unidroit committee of governmental experts with explanatory notes drawn up by the Unidroit Secretariat Working Group of Technical Experts on international financial leasing (Rome, 29 February 1988): Report by the Unidroit Secretariat List of participants Document

CONE. 7/1

CONF. 7/2

Study LIX - Doc. 48 Study LVIIT - Doc. 33 Study LIX - Doc. 49 Study LVII - Doc. 34

CONF. 7/5

CONF. 7/INF. 1

22 81 105 114 123 131

Study LVIIT - Doc. 33 Study LIX - Doc. 49 Study LVII - Doc. 34

CONF. 7/5

CONF. 7/INF. 1

22 81 105 114 123 131 (1)PART ll - COMMITTEE OF THE WHOLE Basic papers Comments on the draft Unidroit Convention on international financial leasing by: Governments (Japan, Pakistan, South Africa, Spain, Switzerland, United States of America) International Organisations (Asian Leasing Association, Hague Conference on Private International Law, World Bank/International Finance Corporation, World Leasing Council) Comments on the draft Unidroit Convention on international factoring by: Governments (Japan, South Africa, Spain, United States of America) International Organisations (Hague Conference on Private International Law) Working papers on the draft Unidroit Convention on international financial leasing submitted by: (11) United Kingdom Sweden Finland United States of America Comité Maritime International People”s Republic of China Finland United States of America Sweden United Kingdom United States of America Australia Sweden United Kingdom Sweden Canada, United Kingdom and United States of America Document CONF. 7/3 and Add. 1-3 CONF. 7/4 and Add. 1-3 CONF. 7/6 and Add. 1, 2

CONE. 7/7

CONF. 7/C.1/W.P. 1

CONE. 7/C.1/W.P. 2

CONF. 7/C.1/W.P. 3

CONF. 7/C.1/W.P. 4

CONF. 7/C.1/W.P. 5

CONF. 7/C.1/W.P. 6

CONF. 7/C.1/W.P. 7

CONF. 7/C.1/W.P. 4

CONF. 7/C.1/W.P. 5

CONF. 7/C.1/W.P. 6

CONF. 7/C.1/W.P. 7

CONF. 7/C.1/W.P. 8

CONF, 7/C.1/W.P. 9

CONF. 7/C.1/W.P. 10 and Add.

CONF. 7/C.1/W.P. 11

CONF. 7/C.1/W.P. 12

CONF. 7/C.1/W.P. 13

CONF. 7/C.1/W.P. 14

CONF. 7/C.1/W.P. 15

CONF. 7/C.1/W.P. 16

Page 151 168 186 200 204 204 205 206 207 210 212 213 218 218 219 220 . 226 226 228 229 230Federal Republic of Germany The Chairman Informal Working Group on the proposal by the Comité Maritime International regarding Article 5(3)c) in relation to ships Informal Working Group on Article 14 Colombia Philippines Colombia Sweden France and Mexico Canada Working Group on Article 7(2) Sweden Federal Republic of Germany Canada Sweden The Chairman of the Drafting Committee United Kingdom Federal Republic of Germany Working papers on the draft Unidroit Convention on international factoring submitted by: Cuba Italy Sweden Finland The Secretariat Sweden Federal Republic of Germany Italy France, Mexico and Philippines Sweden Czechoslovakia Working Group on Article 1(1)(c) and (3)

on international factoring submitted by: Cuba Italy Sweden Finland The Secretariat Sweden Federal Republic of Germany Italy France, Mexico and Philippines Sweden Czechoslovakia Working Group on Article 1(1)(c) and (3) Working Group on Article 5 The Chairman of the Drafting Committee Document CONF. 7/C.1/W.P. 17

CONF. 7/C.1/W.P. 18

CONE. 7/C.1/W.P. 19

CONF, 7/C.1/W.P. 20

CONF. 7/C.1/W.P. 21

CONF. 7/C.1/W.P. 22

CONF. 7/C.1/W.P. 23

CONF. 7/C.1/W.P. 24 and Corrigendum CONF. 7/C.1/W.P. 25

CONF. 7/C.1/W.P. 26

CONF. 7/C.1/W.P. 27

CONF. 7/C.1/W.P. 28

CONF. 7/C.1/W.P. 29

CONF. 7/C.1/W.P. 30

CONF. 7/C.1/W.P. 31

CONF. 7/C.1/W.P. 32

CONF. 7/C.1/W.P. 33

CONF. 7/C.1/W.P. 34

CONF. 7/C.1/W.P. 31

CONF. 7/C.1/W.P. 32

CONF. 7/C.1/W.P. 33

CONF. 7/C.1/W.P. 34

CONF. 7/C.1/W.P. 35 CONF. 7/C.1/W.P. 36 CONF. 7/C.1/W.P. 37 CONF. 7/C.1/W.P. 38 CONF. 7/C.1/W.P. 39 CONF. 7/C.1/W.P. 40 CONF. 7/C.1/W.P. 41 CONF. 7/C.1/W.P. 42 CONF. 7/C.1/W.P. 43 CONF. 7/C.1/W.P. 44 CONF. 7/C.1/W.P. 45 CONF. 7/C.1/W.P. 46 CONF. 7/C.1/W.P. 47 CONF. 7/C.1/W.P. 48 Page 231 231 232 233 234 234 235 236 237 237 238 239 240 240 241 243 244 245 245 247 247 248 249 249 250 250 251 251 252 253 253 254 (iii)Document Texts submitted by the Drafting Committee on the draft Unidroit Convention on international financial leasing: Text of the Preamble and Chapters I and II CONF. 7/D.C./1 and Add. Texts submitted by the Drafting Committee on the draft Unidroit Convention on international factoring: Preliminary text of Chapters l and II CONF. 7/D.C./W.P. 13 Preliminary text of the Preamble and

Texts submitted by the Drafting Committee on the draft Unidroit Convention on international factoring: Preliminary text of Chapters l and II CONF. 7/D.C./W.P. 13 Preliminary text of the Preamble and Articles 6 and X CONF. 7/D.C./W.P. 13 Add. PART HI - FINAL CLAUSES COMMITTEE Basic papers Comments on the draft final provisions capable of embodiment in the draft Convention on international financial leasing by Governments (Japan) CONF. 7/3 Comments on the draft final provisions capable of embodiment in the draft Convention on international factoring by Governments (Japan) CONF. 7/6 Working papers on the draft final provisions capable of embodiment in the draft Convention on international financial leasing submitted by: Comité Maritime International CONF. 7/C.2/W.P. 1 Netherlands CONF. 7/C.2/W.P. 2 Final Clauses Committee CONF. 7/C.2/W.P. 3 United Kingdom CONF. 7/C.2/W.P. 4 United Kingdom CONF. 7/C.2/W.P. 5 (iv) Page 255 261 264 269 270 271 271 272 276 276Document Page Texts submitted by the Drafting Committee on the draft final provisions capable of embodiment in the draft Convention on international financial leasing: Text of Chapter II CONE. 7/D.C./2 211 Text of Chapter III approved by the Drafting Committee on 23 May 1988 CONF. 7/D.C./3 280 Text of Chapter III approved by the Drafting Committee on 24 May 1988 CONF. 7/D.C./4 284 Text submitted by the Drafting Committee on the draft final provisions capable of embodiment in the draft Convention on international factoring:

Text of Chapter III approved by the Drafting Committee on 24 May 1988 CONF. 7/D.C./4 284 Text submitted by the Drafting Committee on the draft final provisions capable of embodiment in the draft Convention on international factoring: Text of Chapter IV approved by the Drafting Committee on 24 May 1988 CONF. 7/D.C./5 287 PART IV - PLENUM Working papers on the draft Unidroit Convention on international financial leasing submitted by: France, Mexico and Philippines CONF. 7/W.P. 1 293 France, Mexico and Philippines CONF. 7/W.P. 2 293 Canada CONF. 7/W.P. 3 293 Reports to Plenum Report of the Committee of the Whole (on the draft Unidroit Convention on international financial leasing) CONF. 7/C.1/Doc. 1 294 Second report of the Committee of the Whole (on the draft Unidroit Convention on international factoring) CONF. 7/C.1/Doc. 2 300 Report of the Final Clauses Committee (on the draft final provisions capable of embodiment in the draft Convention on international financial leasing) CONF. 7/C.2/Doc. 1 305 (v)Second report of the Final Clauses Committee (on the draft final provisions capable of embodiment in the draft Convention on international factoring) Report of the Credentials Committee Draft Final Act submitted by the Drafting Committee

PART V - TEXTS/INSTRUMENTS ADOPTED

(vi) BY THE CONFERENCE Texts adopted by the Conference at its fourth plenary session Final Act of the Conference Unidroit Convention on International Financial Leasing Unidroit Convention on International Factoring Document CONF. 7/C.2/Doc. 2 CONF. 7/8 and Add.

CONF. 7/10

CONF. 7/9

Unidroit Convention on International Financial Leasing Unidroit Convention on International Factoring Document CONF. 7/C.2/Doc. 2 CONF. 7/8 and Add.

CONF. 7/10

CONF. 7/9

CONF. 7/11

CONE. 7/11

Appendix 1

CONE. 7/11

Appendix II Page 309 313 315 321 327 331 340INTRODUCTION At the invitation of the Government of Canada, a diplomatic Conference for the adoption of the draft Unidroit Conventions on international factoring and international financial leasing was held in Ottawa from 9 to 28 May 1988. The draft Conventions submitted for adoption at the Conference had been drawn up by twin committees of governmental experts convened by the International Institute for the Unification of Private Law (Unidroit). The other basic working materials of the Conference were twin sets of draft final provisions prepared by the Unidroit Secretariat and comments on the two draft Conventions and sets of draft final provisions submitted by Governments and international Organisations. 59 Governments and ten international Organisations were represented at the Conference which elected Mr T.B. Smith (Canada), member of the Unidroit Governing Council, President. Messrs I. El-Kattan (Egypt), L. Réczei (Hungary), H. Ríos de Marimón (Chile), W. Rolland (Federal Republic of Germany) and Z. Yuan (China) were elected Vice-Presidents of the Conference. The first and second readings of the draft Convention on international financial leasing, including the draft Preamble thereto and Article F of the draft final provisions thereof, and of the draft Convention on international factoring, including the draft Preamble thereto and an Article X as well as Article F of the draft final provisions thereof, were assigned to a Committee of the Whole, the Chairman of which was Mr L. Sevón (Finland). The first and

and of the draft Convention on international factoring, including the draft Preamble thereto and an Article X as well as Article F of the draft final provisions thereof, were assigned to a Committee of the Whole, the Chairman of which was Mr L. Sevón (Finland). The first and second readings of all but Article F of both sets of draft final provisions as well as the titles of both draft Conventions were assigned to a Final Clauses Committee, the Chairman of which was Mr G. Brennan (Australia). The Conference also set up a Drafting Committee, the Chairman of which was Mr R.M. Goode (United Kingdom), and a Credentials Committee, the Chairman of which was Mr W. RoHand. The Conference completed its work on 26 May 1988 with the adoption of the Unidroit Convention on International Financial Leasing and the Unidroit Convention on International Factoring, which were opened to signature two days later, following the signature of the Final Act of the Conference, at the closing session of the Conference. This volume constitutes Volume I of the Acts and Proceedings of the Conference and contains the following Conference papers: (1) the basic Conference papers; (2) papers submitted to the Committee of the Whole; (3) papers submitted to the Final Clauses Committee; (4) papers and reports submitted to the Plenum; (5) the texts and instruments adopted by the Conference. Volume II of the Acts and Proceedings of the Conference will contain summary records of all sessions of the Plenum and the Committee of the Whole as well as a complete list of all the papers issued in connection with the Conference. (vii)PARTI BASIC CONFERENCE MATERIALS Provisional Agenda ..oooccncconooonencnnnonnononorononorocnononononcncnnonenconanconacnon conos Draft Rules Of Procedure .....ooocconnionnnnconccnnnnononnnnononnnonnoor coo onoonrroccroriconos Draft Convention on international financial leasing as adopted by a Unidroit committee of governmental

Draft Rules Of Procedure .....ooocconnionnnnconccnnnnononnnnononnnonnoor coo onoonrroccroriconos Draft Convention on international financial leasing as adopted by a Unidroit committee of governmental experts on 30 April 1987 with explanatory report prepared by the Unidroit Secretariat .........o.oononoooosonenenennnrinnnncinioneconanos Draft Convention on international factoring as adopted by a Unidroit committee of governmental experts on 24 April 1987 with explanatory nor prepared by the Unidroit Secretariat ........ Draft final provisions capable of embodiment in the draft Convention on international financial leasing drawn up by a Unidroit committee of governmental experts with explanatory notes drawn up by the Unidroit Secretariat ....ocoooocoononenonicnneornocociorocuonacunsonennnrannnon cn nonnononon nono ecccorasesos encrcccrenes o.rccrcsscos consenso Draft final provisions capable of embodiment in the draft Convention on international factoring drawn up by a Unidroit committee of governmental experts with explanatory notes drawn up by the Unidroit SOCTOLATIAL o.ooooonccnnonononocnnnorononconaconaoanarono nono n cono crono non nr ona ron on non on ono nonencinnnss Working Group of Technical Experts on international financial leasing (Rome, 29 February 1988): Report by the Unidroit Secretariat ..oooociconnononiconecnonecconacncnananranonoronnononoonaraonanas List Of participants ..oooococnonocconononnnonononnonroonoroncocnonococnoneconoranocnnoconcnonao nens ercorononos. eorccrcrso.. Page 22 81 105 114 123

131CONF. 711

CONF. 7/1 7 January 1988

PROVISIONAL AGENDA

ercorononos. eorccrcrso.. Page 22 81 105 114 123

131CONF. 711

CONF. 7/1 7 January 1988 PROVISIONAL AGENDA Opening of the Conference Election of the President of the Conference . — Adoption of the Agenda . — Adoption of the Rules of Procedure 3. — Election of the Vice-Presidents and other Officers of the Conference 4. — Appointment of the Credentials Committee 5. — Organisation of the work of the Conference, including the establishment of a Final Clauses Committee and other Committees, as necessary 6. — Consideration of the draft Unidroit Convention on international financial leasing (Committee of the Whole I) 7. — Consideration of the draft Unidroit Convention on international factoring (Committee of the Whole ID

8. — Examination of the Reports of:

(a) the Committee of the Whole I (b) the Committee of the Whole II (c) the Final Clauses Committee (d) the Credentials Committee (e) other Committees 9. — Adoption of the Final Act of the Conference and of any instruments, recommendations and resolutions resulting from its work 10. — Signature of the Final Act and of any instruments adopted by the ConferenceCONF. 7/2 CONF. 7/2 7 January 1988

DRAFT RULES OF PROCEDURE FOR THE CONFERENCE Table of contents

Rule Page CHAPTER 1 - REPRESENTATION AND CREDENTIALS 1 Composition of Delegations 8 2 Alternates or Advisers 8 3 Submission of Credentials 8 4 Credentials Committee 8 5 Provisional Participation in the Conferencé 9 CHAPTER II - PRESIDENT, VICE-PRESIDENTS, etc. 6 Election 9 7 President 9 8 Ditto 9 9 Acting President 9 10 Ditto 10 11 Replacement of the President 10 12 The President shall not vote 10Rule 13 14 15

6 Election 9 7 President 9 8 Ditto 9 9 Acting President 9 10 Ditto 10 11 Replacement of the President 10 12 The President shall not vote 10Rule 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

CHAPTER Ill - STEERING COMMITTEE

Composition Functions CHAPTER IV - SECRETARIAT Duties of the Secretary-General and the Secretariat Statements by the Secretariat

CHAPTER V - CONDUCT OF BUSINESS

Quorum Speeches Precedence Points of Order Time-limit on Speeches Closing of List of Speakers Adjournment of Debate | Closure of the Debate Suspension or Adjournment of the Meeting Order of Procedural Motions Basic Proposals Other Proposals and Amendments

CONF. 7/2

Page 10 10 11 11 11 11 12 12 12 12 12 13 13 13 13

13CONF. 7/2

Rule 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 Decisions on Competence Withdrawal of Motions Reconsideration of Proposals Invitation to Technical Advisers

CHAPTER VI - VOTING

Voting Rights Required Majority Meaning of the expression “Representatives present and voting” Method of Voting Conduct during Voting Division of Proposals and Amendments Voting on Amendments Voting on Proposals Elections Ditto Ditto Ditto Equally Divided Votes Page 14 14 14 14 15 15 15 15 15

Division of Proposals and Amendments Voting on Amendments Voting on Proposals Elections Ditto Ditto Ditto Equally Divided Votes Page 14 14 14 14 15 15 15 15 15 16 16 16 17 17 17 17 17Rule 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 CHAPTER VII - COMMITTEES Committees of the Whole Drafting Committee Establishment of other Committees and subsidiary bodies Representation on Committees and other subsidiary bodies Co-ordination by the Steering Committee Officers Quorum Conduct of business and voting in Committees and other subsidiary bodies CHAPTER VIII - LANGUAGES AND RECORDS Official and Working Languages Interpretation from official languages Interpretation from other languages Summary Records Languages of Documents and Summary Records CHAPTER IX - PUBLIC AND PRIVATE MEETINGS Plenary Meetings and Meetings of Committees and subsidiary bodies Communiqués to the Press

CONF. 712

Page 18 18 18 18 18 19 19 19 19 20 20 20 20 20

21CONF. 7/2

Rule Page

61 CHAPTER X - OBSERVERS FROM GOVERNMENTAL AND NON-GOVERNMENTAL ORGANISATIONS 21 62 CHAPTER XI - AMENDMENTS TO THE RULES OF PROCEDURE — 21

63 CHAPTER XII - SIGNATURE OF INSTRUMENTS 21

CHAPTER I - REPRESENTATION AND CREDENTIALS

Composition of Delegations Rule 1 The delegation of each State participating in the Conference shall consist of accredited representatives and such alternate representatives and advisers as may be required. Alternates or Advisers Rule 2

CHAPTER I - REPRESENTATION AND CREDENTIALS

Composition of Delegations Rule 1 The delegation of each State participating in the Conference shall consist of accredited representatives and such alternate representatives and advisers as may be required. Alternates or Advisers Rule 2 An alternate representative or an adviser may act as a representative upon designation by the head of the delegation. Submission of Credentials Rule 3 The credentials of representatives and the names of any alternate representatives and advisers shall be transmitted to the Secretary-General of the Conference not later than twentyfour hours after the opening of the Conference. The credentials shall be issued by the Head of State or Government, the Minister for Foreign Affairs, the Minister concerned or on behalf of any of them. Any later change in the composition of the delegation shall as soon as possible be submitted to the Secretary-General of the Conference. Credentials Committee Rule 4 A Credentials Committee shall be appointed at the beginning of the Conference. It shall consist of five members who shall be appointed by the Conference on the proposal of the President. It shall examine the credentials of representatives and report to the Conference without delay.

8CONF. 7/2

Provisional Participation in the Conference Rule 5 Pending a decision of the Conference upon their credentials, representatives shall be entitled provisionally to participate in the Conference. Any representative to whose admission a State participating in the Conference has made objection shall be seated provisionally with the same rights as other representatives until the Credentials Committee has reported and the Conference has given its decision.

CHAPTER II - PRESIDENT, VICE-PRESIDENTS, etc.

Election Rule 6 The Conference shall elect a President, five Vice-Presidents, the Chairmen of the Committees of the Whole provided forin Rule 46 and the Chairman of the Drafting Committee established under Rule 47. The Conference may also elect such other officers as it deems necessary for the performance of its functions. President Rule 7 In addition to exercising the powers conferred upon him elsewhere by these rules, the

established under Rule 47. The Conference may also elect such other officers as it deems necessary for the performance of its functions. President Rule 7 In addition to exercising the powers conferred upon him elsewhere by these rules, the President shall preside at the plenary meetings of the Conference, declare the opening and closing of each plenary meeting, direct the discussions at such meetings, accord the right to speak, put questions to the vote and announce decisions. He shall rule on points of order and, subject to these rules of procedure, have complete control of the proceedings and over the maintenance of order thereat. The President may propose to the Conference the limitation of time to be allowed to speakers, the limitation of the number of times each representative may speak on any question, the closure of the list of speakers, the adjournment or closure of the debate, and the suspension or the adjournment of the meeting. Rule 8 The President, in the exercise of his functions, remains under the authority of the Conference. Acting President Rule 9 If the President is absent for a meeting or any part thereof, he shall appoint one of the VicePresidents to take his place.CONF. 7/2 Rule 10 A Vice-President acting as President shall have the same powers and duties as the President. Replacement of the President Rule 11 If at any time the President is unable to perform his functions for the remaining period of the Conference a new President shall be elected. The President shall not vote Rule 12 The President, or Vice-President acting as President, shall not vote but may, where necessary, appoint another member of his delegation to vote in his place.

CHAPTER Ill - STEERING COMMITTEE

Composition Rule 13 There shall be a Steering Committee which shall comprise the President and VicePresidents of the Conference as well as the Chairmen of the Committees of the Whole. The President of the Conference or, in his absence, a Vice-President designated by him shall serve as Chairman of the Steering Committee. The Secretary-General of the Conference and the

Presidents of the Conference as well as the Chairmen of the Committees of the Whole. The President of the Conference or, in his absence, a Vice-President designated by him shall serve as Chairman of the Steering Committee. The Secretary-General of the Conference and the Chairman of the Drafting Committee may be invited by the President to participate, without the right to vote, in the work of the Steering Committee. Functions Rule 14 The Steering Committee shall assist the President in the general conduct of the business of the Conference and, subjectto the decisions of the Conference, shall ensure the co-ordination of its work,

10CONF. 7/2

CHAPTER IV - SECRETARIAT Duties of the Secretary-General and the Secretariat Rule 15 The Secretary-General of the International Institute for the Unification of Private Law shall be the Secretary-General of the Conference. The Secretary-General shall appoint an Executive Secretary and a Deputy Executive Secretary of the Conference and shall provide and direct the staff required by the Conference and its Committees. The Secretariat shall receive, translate, produce and distribute documents, reports and resolutions of the Conference; interpret speeches made at the meetings, prepare and circulate records of the public meetings; arrange for the custody and preservation of the documents in accordance with the decisions of the Conference; publish reports of the public meetings; distribute all documents of the Conference to the participating Governments and, generally, perform all other work which the Conference may require. Statements by the Secretariat Rule 16 The Secretary-General, the Executive Secretary, the Deputy Executive Secretary and any member of the Conference staff designated for that purpose may, at any time, make oral or written statements concerning any question under consideration.

CHAPTER V - CONDUCT OF BUSINESS

Quorum Rule 17 A quorum of the Conference shall be constituted by the representatives of a majority of the States participating in the Conference. Speeches Rule 18 No person may address the Conference without having previously obtained the permission

CHAPTER V - CONDUCT OF BUSINESS

Quorum Rule 17 A quorum of the Conference shall be constituted by the representatives of a majority of the States participating in the Conference. Speeches Rule 18 No person may address the Conference without having previously obtained the permission of the President. Subject to Rules 19, 20, 24 and 26, the President shall call upon speakers in the order in which they signify their desire to speak. The President may call a speaker to order if his remarks are not relevant to the subject under discussion.

11CONF. 7/2

Precedence Rule 19 The Chairman or Rapporteur of a committee, or the representative of a sub-committee or working group, may be accorded precedence for the purpose of explaining the conclusion arrived at by his committee, sub-committee or working group. Points of Order Rule 20 During the discussion of any matter a representative may rise to a point of order, and the point of order shall immediately be decided by the President in accordance with the rules of procedure. A representative may appeal against the ruling of the President. The appeal shall immediately be put to the vote and the President's ruling shall stand unless overruled by the majority of the representatives present and voting. A representative rising to a point of order may not speak on the substance of the matter under discussion. Time-limit on Speeches Rule 21 The Conference may on the proposal of the President limit the time to be allowed to each speaker on any particular subject under discussion. When the debate is limited and a representative has spoken for his allotted time, the President shall call him to order without delay. Closing of List of Speakers Rule 22 During the course of a debate the President may announce the list of speakers and, with the consentof the Conference, declare the listclosed. He may, however, accord therightofreply to any representative if a speech delivered after he has declared the list closed makes this desirable. Adjournment of Debate Rule 23

the consentof the Conference, declare the listclosed. He may, however, accord therightofreply to any representative if a speech delivered after he has declared the list closed makes this desirable. Adjournment of Debate Rule 23 During the discussion of any matter, a representative may move the adjournment of the debate on the question under discussion. In addition to the proposer of the motion, two representatives may speak in favour of, and two against, the motion, after which the motion shall immediately be put to the vote. The President may limit the time to be allowed to speakers under this rule.

12CONF. 7/2

Closure of the Debate Rule 24 A representative may at any time move the closure of the debate on the question under discussion, whether or not any other representative has signified his wish to speak. Permission to speak on the closure of the debate shall be accorded only to two speakers opposing the closure, after which the motion shall be immediately put to the vote. If the Conference is in favour of the closure, the President shall declare the closure of the debate. The President may limit the time to be allowed to speakers under this rule. Suspension or Adjournment of the Meeting Rule 25 During the discussion of any matter, a representative may move the suspension or the adjournment of the meeting. Such motions shall not be debated, but shall be immediately put to the vote. The President may limit the time to be allowed to the speaker moving the suspension or adjournment. Order of Procedural Motions Rule 26 Subject to Rule 20, the following motions shall have precedence in the following order over all the other proposals or motions before the meeting: (a) To suspend the meeting; (b) To adjourn the meeting; (c) To adjourn the debate on the question under discussion; (d) For the closure of the debate on the question under discussion. Basic Proposals Rule 27 "The draft Convention on international factoring and the draft Convention on international

(b) To adjourn the meeting; (c) To adjourn the debate on the question under discussion; (d) For the closure of the debate on the question under discussion. Basic Proposals Rule 27 "The draft Convention on international factoring and the draft Convention on international financial leasing, prepared by the International Institute for the Unification of Private Law, shall constitute the basic proposals for discussion by the Conference. Other Proposals and Amendments Rule 28 Other proposals and amendments thereto shall normally be introduced in writing and handed to the Executive Secretary of the Conference who shall circulate copies to the 13CONF. 7/2 delegations. As a general rule, no proposal or anendment shall be discussed or put to the vote at any meeting of the Conference unless copies of it have been circulated to all delegations not later than the day preceding the meeting. The President or Chairman of a Committee may, however, permit the discussion and consideration of amendments, even though these amendments and motions have not been circulated or have only been circulated the same day. Decisions on Competence Rule 29 Subject to Rule 20, any motion calling for a decision on the competence of the Conference to discuss any matter or to adopt a proposal or an amendment submitted to it shall be put to the vote before the matter is di