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Commercial Sales Agreement
"I need a Commercial Sales Agreement under Swiss law for an exclusive distribution arrangement between our manufacturing company and a distributor in Germany, with minimum purchase requirements and a 3-year term starting January 2025."
1. Parties: Identification and details of the contracting parties, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter of Sale: Detailed description of products/goods being sold, including specifications and quantities
5. Price and Payment Terms: Purchase price, payment schedule, currency, and payment methods
6. Delivery Terms: Delivery conditions, timing, Incoterms, transfer of risk and title
7. Quality and Inspection: Quality standards, inspection procedures, and acceptance criteria
8. Warranties: Product warranties and quality guarantees as per Swiss law requirements
9. Liability and Limitation: Scope of liability and any limitations permitted under Swiss law
10. Term and Termination: Duration of agreement and termination provisions
11. Confidentiality: Protection of confidential information exchanged between parties
12. Force Majeure: Events excusing performance and their consequences
13. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. CISG Opt-Out: Optional clause explicitly excluding application of UN Convention on Contracts for the International Sale of Goods
2. Intellectual Property Rights: Include when products involve IP rights or licenses
3. Exclusive Distribution Rights: For agreements granting exclusive sales or distribution rights in specific territories
4. Minimum Purchase Requirements: When agreement includes minimum purchase obligations
5. Product Training and Support: Include for technical products requiring seller support
6. Data Protection: Required when personal data processing is involved in the sales relationship
7. Insurance Requirements: Specific insurance obligations for high-value or high-risk products
8. Export Control: For products subject to export restrictions or controls
9. Bank Guarantee/Letter of Credit: For transactions requiring additional payment security
1. Schedule 1 - Product Specifications: Detailed technical specifications of products
2. Schedule 2 - Price List: Comprehensive price list including any volume discounts
3. Schedule 3 - Delivery Schedule: Detailed delivery timelines and locations
4. Schedule 4 - Quality Standards: Specific quality requirements and testing procedures
5. Schedule 5 - Warranty Terms: Detailed warranty terms and claim procedures
6. Schedule 6 - Service Level Agreement: If applicable, support and service levels
7. Appendix A - Contact Details: Key contact persons for various aspects of the agreement
8. Appendix B - Technical Documentation: Product manuals and technical documentation
9. Appendix C - Compliance Certificates: Required product certifications and compliance documents
Authors
Applicable Law
Business Day
Confidential Information
Contract Price
Delivery Date
Delivery Location
Delivery Terms
Effective Date
Force Majeure Event
Goods
Intellectual Property Rights
Order
Order Confirmation
Parties
Product Specifications
Purchase Order
Quality Standards
Related Agreements
Representatives
Seller's Warranty
Specifications
Term
Territory
Trade Terms
Working Hours
Writing
Calendar Quarter
Commencement Date
Defect
Delivery Schedule
Inspection Period
Material Adverse Change
Minimum Order Quantity
Payment Terms
Price List
Quality Certificate
Rejection Notice
Technical Documentation
Warranty Period
Sale and Purchase
Product Specifications
Price and Payment
Delivery
Title and Risk
Quality Assurance
Inspection and Testing
Warranties
Defects and Returns
Intellectual Property
Confidentiality
Data Protection
Force Majeure
Liability and Indemnification
Insurance
Term and Duration
Termination
Consequences of Termination
Assignment and Subcontracting
Compliance with Laws
Export Control
Competition Law
Notices
Amendments
Severability
Entire Agreement
Third Party Rights
Waiver
Counterparts
Governing Law
Dispute Resolution
Manufacturing
Retail
Technology
Consumer Goods
Industrial Equipment
Pharmaceuticals
Electronics
Automotive
Chemical
Food and Beverage
Machinery
Textiles
Construction Materials
Medical Devices
Energy
Legal
Commercial
Procurement
Sales
Business Development
Supply Chain
Operations
Compliance
Finance
International Trade
Risk Management
Legal Counsel
Commercial Director
Procurement Manager
Sales Director
Business Development Manager
Supply Chain Manager
Contract Manager
Chief Commercial Officer
Operations Director
Compliance Officer
General Counsel
Sales Manager
Purchasing Director
Export Manager
Import Manager
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