Conditional Sales Agreement Template for Switzerland

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Key Requirements PROMPT example:

Conditional Sales Agreements

"I need a Conditional Sales Agreement under Swiss law for the sale of industrial manufacturing equipment worth CHF 500,000 to a German company, with title retention until full payment is received in 12 monthly installments starting March 2025."

Document background
Conditional Sales Agreements are essential legal instruments in Swiss commercial practice, particularly used in transactions where sellers wish to maintain security over goods until certain conditions are fulfilled. These agreements are governed by Swiss law, primarily the Code of Obligations (OR) and related federal legislation, and require careful structuring to ensure enforceability of title retention and other security interests. The document typically includes detailed provisions on payment terms, delivery conditions, warranties, and risk allocation, with specific attention to Swiss legal requirements for title retention registration. This type of agreement is commonly used in both B2B and B2C contexts, though additional consumer protection provisions apply in the latter case. The agreement's structure must comply with Swiss formal requirements while providing clear mechanisms for condition fulfillment and eventual transfer of ownership.
Suggested Sections

1. Parties: Identification and details of the seller and buyer, including full legal names, addresses, and registration details if applicable

2. Background: Context of the transaction and brief description of the parties' intentions

3. Definitions: Definitions of key terms used throughout the agreement

4. Object of Sale: Detailed description of the goods being sold, including specifications, quantity, and quality requirements

5. Purchase Price: Total purchase price, payment schedule, and payment methods

6. Delivery Terms: Conditions and timing of delivery, transfer of risk, and inspection procedures

7. Retention of Title: Terms of title retention until fulfillment of conditions, including registration requirements

8. Conditions: Specific conditions that must be met for the transfer of ownership

9. Warranties and Representations: Warranties regarding the goods and representations by both parties

10. Default and Remedies: Consequences of default and available remedies for both parties

11. Insurance and Risk: Requirements for insurance and allocation of risk during the conditional period

12. Term and Termination: Duration of the agreement and circumstances for termination

13. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes

14. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments

Optional Sections

1. Security Deposit: Terms for any security deposit required, used when additional financial security is needed

2. Maintenance and Use: Conditions for maintenance and permitted use of goods during the conditional period, relevant for valuable or complex equipment

3. Third-Party Rights: Provisions regarding third-party claims or interests, important when multiple stakeholders are involved

4. Export/Import Provisions: Required for international sales involving cross-border movement of goods

5. Assignment and Transfer: Rules regarding transfer of rights and obligations, important for commercial transactions

6. Consumer Protection Provisions: Required when the buyer is a consumer rather than a business

7. Force Majeure: Provisions for unforeseen circumstances, particularly relevant for long-term or high-value agreements

Suggested Schedules

1. Schedule 1 - Specification of Goods: Detailed technical specifications and descriptions of the goods

2. Schedule 2 - Payment Schedule: Detailed breakdown of payment installments and due dates

3. Schedule 3 - Delivery Schedule: Specific delivery dates and locations if multiple deliveries are involved

4. Schedule 4 - Acceptance Criteria: Detailed criteria for acceptance of goods and inspection procedures

5. Appendix A - Form of Title Retention Registration: Template for registration of title retention with authorities

6. Appendix B - Required Insurance Certificates: Forms and requirements for insurance documentation

7. Appendix C - Maintenance Requirements: Detailed maintenance procedures and schedules if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Industrial Equipment

Automotive

Construction

Agriculture

Technology

Medical Equipment

Heavy Machinery

Luxury Goods

Consumer Electronics

Transportation

Renewable Energy

Relevant Teams

Legal

Finance

Sales

Procurement

Risk Management

Commercial

Credit Control

Operations

Compliance

Business Development

Relevant Roles

Legal Counsel

Contract Manager

Sales Director

Chief Financial Officer

Risk Manager

Commercial Director

Credit Manager

Procurement Manager

Business Development Manager

Operations Manager

Finance Director

Compliance Officer

General Counsel

Sales Operations Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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