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Final Sale Agreement
"I need a Final Sale Agreement under Swiss law for the sale of industrial manufacturing equipment from our Zurich-based company to a German buyer, with delivery scheduled for March 2025, including warranties for equipment functionality and explicit CISG exclusion."
1. Parties: Identification and details of the seller and buyer, including full legal names, addresses, and registration numbers if applicable
2. Background: Context of the sale and brief description of the transaction
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter of Sale: Detailed description of the goods or property being sold
5. Purchase Price: Purchase price, payment terms, and payment method
6. Transfer of Ownership: Terms and timing of ownership transfer, including risk transfer
7. Delivery: Delivery terms, location, timing, and responsibilities
8. Seller's Representations and Warranties: Warranties regarding ownership, condition, and quality of the sale item
9. Buyer's Representations and Warranties: Confirmations regarding buyer's authority and ability to complete the purchase
10. Conditions Precedent: Any conditions that must be met before completion of the sale
11. Completion: Process and requirements for completing the sale
12. Default and Remedies: Consequences of breach and available remedies
13. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction
14. Notices: Process and addresses for formal communications
15. Miscellaneous: Standard boilerplate provisions including severability and entire agreement
1. CISG Exclusion: Section explicitly excluding the UN Convention on Contracts for International Sale of Goods, used for international sales
2. VAT Provisions: Detailed VAT handling, required when sale is subject to VAT
3. Intellectual Property Rights: Required when sale includes transfer of IP rights
4. Confidentiality: Used when transaction involves sensitive information
5. Post-Completion Obligations: Used when parties have continuing obligations after sale completion
6. Insurance: Required when specific insurance arrangements are needed during transfer
7. Data Protection: Required when personal data processing is involved
8. Export Control: Required for international sales of regulated goods
1. Schedule 1 - Asset List: Detailed inventory of all items included in the sale
2. Schedule 2 - Technical Specifications: Detailed technical description of the sale items
3. Schedule 3 - Encumbrances: List of any existing encumbrances on the sale items
4. Schedule 4 - Required Consents: List of third-party consents required for the sale
5. Schedule 5 - Completion Requirements: Detailed list of documents and actions required at completion
6. Appendix A - Form of Transfer Documents: Templates of any required transfer documentation
7. Appendix B - Payment Schedule: If payment is in installments, detailed payment schedule
8. Appendix C - Inspection Report: Any relevant inspection or condition reports
Authors
Assets
Business Day
Completion
Completion Date
Confidential Information
Contract Price
CHF
Delivery
Delivery Location
Effective Date
Encumbrance
Force Majeure Event
Intellectual Property Rights
Losses
Material Adverse Change
Notice
Parties
Payment Date
Permitted Encumbrances
Purchase Price
Related Persons
Representatives
Seller's Bank Account
Seller's Warranties
Specification
Swiss Code of Obligations
Tax
Technical Documentation
Third Party
Transaction
Transfer Documents
VAT
Working Hours
Sale and Purchase
Purchase Price
Payment Terms
Transfer of Title
Delivery
Warranties and Representations
Condition of Assets
Risk Transfer
Tax Matters
VAT
Liability
Indemnification
Force Majeure
Default
Remedies
Assignment
Confidentiality
Data Protection
Notices
Governing Law
Jurisdiction
Dispute Resolution
Severability
Entire Agreement
Amendment
Waiver
Third Party Rights
Costs
Further Assurance
Counterparts
Language
Insurance
Compliance with Laws
Export Control
Anti-Corruption
Termination
Manufacturing
Real Estate
Retail
Technology
Automotive
Industrial Equipment
Consumer Goods
Agriculture
Construction
Energy
Healthcare
Professional Services
Art and Collectibles
Mining and Natural Resources
Legal
Finance
Procurement
Sales
Commercial
Risk and Compliance
Operations
Corporate Secretariat
Business Development
Asset Management
Legal Counsel
Contract Manager
Procurement Manager
Sales Director
Business Development Manager
Chief Financial Officer
Commercial Director
Risk Manager
Compliance Officer
General Counsel
Corporate Secretary
Finance Manager
Operations Manager
Project Manager
Asset Manager
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