Framework Supply Agreement Template for Switzerland

The Framework Supply Agreement is designed for businesses requiring a structured approach to recurring supply relationships. This contract type is particularly useful when parties anticipate an ongoing commercial relationship but cannot precisely determine all future requirements at the outset. Under Swiss law, this agreement establishes the master terms governing aspects such as product specifications, quality standards, pricing mechanisms, ordering procedures, and risk allocation, while allowing flexibility for specific orders through purchase orders. It provides legal certainty while maintaining commercial flexibility, making it suitable for both domestic Swiss transactions and international trade relationships. The agreement typically includes provisions for price adjustments, quality control, minimum purchase commitments (if applicable), and dispute resolution mechanisms.

1. Parties: Identification of the supplier and buyer, including full legal names 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. Scope of Agreement: Description of the framework nature and its application to future supplies

5. Ordering Process: Procedures for placing and accepting purchase orders under the framework

6. Delivery Terms: Delivery obligations, timing, and Incoterms where applicable

7. Price and Payment: Pricing structure, payment terms, invoicing requirements, and price adjustment mechanisms

8. Quality Requirements: Quality standards, specifications, and quality control procedures

9. Warranties: Warranties regarding products, compliance with laws, and quality standards

10. Title and Risk: Transfer of title and risk in the products

11. Liability and Indemnification: Allocation of risks and responsibilities between parties

12. Term and Termination: Duration of the agreement and termination rights

13. Confidentiality: Protection of confidential information exchanged between parties

14. Force Majeure: Rights and obligations in case of force majeure events

15. Governing Law and Jurisdiction: Application of Swiss law and jurisdiction for disputes

16. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment