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Sales Agreement Terms And Conditions

Sales Agreement Terms And Conditions Template for Switzerland

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Key Requirements PROMPT example:

Sales Agreement Terms And Conditions

"I need Sales Agreement Terms and Conditions for my Swiss manufacturing company that sells industrial machinery to other businesses in Europe, with specific focus on warranty terms for complex equipment and after-sales service obligations."

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Document background
Sales Agreement Terms and Conditions under Swiss law are essential for businesses engaged in regular sale of goods or services within or from Switzerland. This document serves as a foundational agreement that sets forth the legal framework for all sales transactions between the parties, incorporating provisions required by Swiss law, particularly the Code of Obligations (OR). It is typically used by companies seeking to standardize their sales processes and establish clear, legally compliant terms for their commercial relationships. The document covers crucial aspects such as contract formation, pricing, delivery, warranties, and dispute resolution, while ensuring compliance with Swiss consumer protection laws where applicable. It can be customized for various industries and transaction types, making it a versatile tool for commercial operations.
Suggested Sections

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

2. Background: Context of the agreement and general purpose of the business relationship

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

4. Scope of Application: Establishes that these terms govern all sales transactions between the parties

5. Order and Acceptance: Process for placing orders and how/when a binding contract is formed

6. Prices and Payment Terms: Pricing structure, payment methods, payment timing, and consequences of late payment

7. Delivery and Transfer of Risk: Delivery terms, timing, Incoterms usage, and point at which risk transfers to buyer

8. Title Retention: Provisions regarding retention of title until full payment (important under Swiss law)

9. Warranty and Defects: Warranty terms, inspection requirements, and process for handling defective goods

10. Limitation of Liability: Scope and limits of seller's liability under the agreement

11. Force Majeure: Circumstances excusing performance and procedures during force majeure events

12. Confidentiality: Obligations regarding confidential information exchanged between parties

13. Term and Termination: Duration of the agreement and circumstances allowing termination

14. Governing Law and Jurisdiction: Specification of Swiss law application and jurisdiction for disputes

15. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

Optional Sections

1. Intellectual Property Rights: Required when selling products with significant IP components or licensed elements

2. Export Control: Necessary when products may be subject to export restrictions or international trade regulations

3. Data Protection: Required when personal data processing is involved in the sales relationship

4. Product Specifications: Needed when selling technical or specialized products requiring detailed specifications

5. Quality Assurance: Important for industries with specific quality requirements or standards

6. Returns and Refunds: Necessary for B2C sales or when offering specific return policies

7. Installation and Training: Required when products need professional installation or user training

8. Spare Parts and Service: Important for technical products requiring ongoing maintenance or spare parts

9. Insurance Requirements: Needed when specific insurance coverage is required for high-value or high-risk products

Suggested Schedules

1. Price List: Detailed pricing information, discounts, and payment terms

2. Product Specifications: Technical specifications and performance parameters of products

3. Delivery Terms: Detailed delivery schedules, locations, and specific Incoterms applications

4. Warranty Terms: Detailed warranty conditions and procedures

5. Service Level Agreement: Specific service levels and response times for support or maintenance

6. Quality Standards: Applicable quality standards and testing procedures

7. Return Procedures: Detailed procedures for handling returns and claims

8. Contact Details: List of key contacts for various aspects of the business relationship

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Acceptance
Applicable Law
Business Day
Buyer
Confidential Information
Contract
Defect
Delivery
Delivery Date
Force Majeure
Goods
Intellectual Property Rights
Incoterms
Invoice
Order
Order Confirmation
Party/Parties
Price
Product Specifications
Purchase Order
Quality Standards
Related Entities
Seller
Services
Specifications
Terms and Conditions
Territory
Trade Terms
Warranty Period
Working Days
Writing/Written
Contract Price
Delivery Point
Payment Terms
Technical Documentation
Acceptance Protocol
Affiliate
Authorized Representative
Background IP
Binding Order
Completion
Consequential Loss
Default
Foreground IP
Inspection Period
Material Breach
Notice
Purchase Price
Quality Requirements
Representatives
Special Conditions
Taxes
Term
Third Party
VAT
Clauses
Definitions
Interpretation
Scope of Application
Order and Acceptance
Price and Payment
Delivery
Title and Risk
Inspection and Acceptance
Title Retention
Warranties
Quality Requirements
Product Specifications
Defects and Claims
Liability Limitation
Intellectual Property
Confidentiality
Data Protection
Force Majeure
Export Control
Documentation
Insurance
Term and Duration
Termination
Assignment and Subcontracting
Notices
Amendments
Waiver
Severability
Entire Agreement
Governing Law
Jurisdiction
Dispute Resolution
Compliance with Laws
Anti-Corruption
Language
Counterparts
Relevant Industries

Manufacturing

Retail

Wholesale Trade

Technology

Consumer Goods

Industrial Equipment

Electronics

Automotive

Chemical

Pharmaceutical

Food and Beverage

Textile

Construction Materials

Medical Devices

Software and IT

Telecommunications

Energy

Agriculture

Luxury Goods

Professional Services

Relevant Teams

Legal

Sales

Commercial

Procurement

Operations

Compliance

Risk Management

Contract Administration

Business Development

Supply Chain

Customer Service

Export Control

Finance

Relevant Roles

Legal Counsel

Sales Director

Commercial Manager

Business Development Manager

Contract Manager

Procurement Manager

Supply Chain Manager

Operations Director

Chief Commercial Officer

Sales Operations Manager

Account Executive

Compliance Officer

Risk Manager

General Counsel

Chief Legal Officer

Sales Administrator

Export Manager

Trade Compliance Specialist

Industries
Swiss Code of Obligations (OR): The primary source of Swiss contract law, containing fundamental rules about contract formation, performance, and remedies (Articles 1-183), as well as specific provisions on sales contracts (Articles 184-236)
UN Convention on Contracts for the International Sale of Goods (CISG): International treaty governing cross-border sale of goods, automatically applicable to international sales contracts unless explicitly excluded
Swiss Federal Act on Product Liability (PrHG): Regulates manufacturer liability for defective products and sets forth compensation rules for damage caused by defective products
Swiss Federal Act on Unfair Competition (UWG): Contains provisions against unfair business practices and regulations regarding general terms and conditions
Swiss Federal Act on Data Protection (FADP/DSG): Governs the collection and processing of personal data, relevant for customer data handling in sales agreements
Swiss Price Indication Ordinance (PIO): Regulates how prices must be displayed and disclosed to customers in Switzerland
Swiss Federal Act on Currency and Payment Instruments: Governs payment terms and legal tender in Switzerland, relevant for payment provisions in sales agreements
Swiss Federal Act on Electronic Signatures (ZertES): Relevant for electronic contract formation and digital signatures in sales agreements
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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