Deferred Sale Agreement Template for Switzerland

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Key Requirements PROMPT example:

Deferred Sale Agreement

"I need a Deferred Sale Agreement under Swiss law for the sale of manufacturing equipment worth CHF 2 million, with payment to be made in four equal installments throughout 2025, and transfer of title to occur after the final payment."

Document background
The Deferred Sale Agreement under Swiss law is utilized when parties wish to agree on sale terms immediately but delay the actual transfer of assets until a future date or upon meeting specific conditions. This arrangement is particularly useful in complex commercial transactions, asset sales requiring regulatory approval, or situations where staged payments are desired. The document comprehensively addresses Swiss legal requirements while providing flexibility in structuring the transaction. It typically includes detailed provisions on payment terms, risk allocation, conditions precedent, and security arrangements. The agreement's structure reflects Swiss commercial practices and regulatory requirements, particularly those under the Swiss Code of Obligations, making it suitable for both domestic and international transactions where Swiss law governs.
Suggested Sections

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

2. Background: Context of the transaction, relationship between parties, and purpose of the deferred sale arrangement

3. Definitions: Defined terms used throughout the agreement, including specific terminology related to the asset, payment structure, and timing

4. Sale and Purchase: Core transaction terms, including description of assets being sold and basic price structure

5. Deferral Terms: Specific provisions regarding the deferral period, conditions for transfer, and trigger events

6. Purchase Price and Payment: Detailed payment terms, including installment structure, interest (if applicable), and payment mechanics

7. Conditions Precedent: Conditions that must be satisfied before the agreement becomes effective or before transfer occurs

8. Seller's Warranties: Representations and warranties regarding the asset, ownership, and authority to sell

9. Buyer's Warranties: Representations and warranties regarding authority to purchase and ability to pay

10. Risk and Title: Provisions regarding when risk and title pass to the buyer

11. Default and Termination: Consequences of default, termination rights, and remedies

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

Optional Sections

1. Security Arrangements: Required when the deferred payment needs to be secured through collateral or guarantees

2. Tax Provisions: Detailed tax arrangements when complex tax implications exist or need specific allocation

3. Regulatory Compliance: Needed when the transaction involves regulated assets or activities

4. Interest and Late Payment: Include when interest applies to deferred payments or late payment penalties are required

5. Assignment and Transfer: Include when parties need specific rights or restrictions regarding transfer of the agreement

6. Force Majeure: Include when specific events might affect the performance of the deferred sale obligations

7. Confidentiality: Required when sensitive information is involved in the transaction

8. Anti-Money Laundering: Include when transaction value or structure requires AML compliance

Suggested Schedules

1. Asset Description: Detailed description and specifications of the assets being sold

2. Payment Schedule: Detailed payment structure including dates, amounts, and calculation methods

3. Form of Transfer Documentation: Templates for documents required to effect the final transfer

4. Security Documentation: Forms of security documents if security is being provided

5. Conditions Precedent Checklist: List of all required conditions and their status

6. Due Diligence Results: Summary of any due diligence findings relevant to the transaction

7. Regulatory Approvals: List of required regulatory approvals and their status

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
Relevant Industries

Financial Services

Real Estate

Manufacturing

Technology

Energy

Agriculture

Construction

Retail

Wholesale Trade

Mining

Transportation

Healthcare

Relevant Teams

Legal

Finance

Commercial

Treasury

Risk Management

Compliance

Corporate Development

Operations

Business Development

Asset Management

Relevant Roles

Chief Financial Officer

Legal Counsel

Commercial Director

Business Development Manager

Treasury Manager

Contract Manager

Risk Manager

Compliance Officer

Corporate Development Director

General Counsel

Transaction Manager

Asset Manager

Finance Director

Operations Director

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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