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Sales & Purchase Agreement
"I need a Sales & Purchase Agreement under Swiss law for the sale of industrial machinery from our manufacturing company to a German buyer, with delivery scheduled for March 2025 and including installation and training requirements."
1. Parties: Identification and details of the seller and buyer, including full legal names, registration numbers, and addresses
2. Background: Context of the transaction and brief description of the parties' intent
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core provision establishing the sale and purchase obligation
5. Purchase Price: Specification of the purchase price, currency, and payment terms
6. Delivery: Terms and conditions of delivery, including timing, location, and Incoterms if applicable
7. Title and Risk: Transfer of ownership and risk in the goods
8. Warranties: Seller's warranties regarding the goods and general business warranties
9. Liability and Indemnification: Scope of liability and indemnification obligations
10. Term and Termination: Duration of the agreement and termination rights
11. Confidentiality: Protection of confidential information exchanged during the transaction
12. Force Majeure: Provisions dealing with events beyond parties' reasonable control
13. Notices: Method and addresses for formal communications between parties
14. Governing Law and Jurisdiction: Confirmation of Swiss law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
1. Conditions Precedent: Used when completion is subject to certain conditions being satisfied
2. Quality Control: Required for goods that need specific quality standards or testing procedures
3. Intellectual Property: Necessary when the sale involves products with IP components or licensing requirements
4. Competition Law Compliance: Required for transactions that may have competition law implications
5. Data Protection: Needed when personal data processing is involved in the transaction
6. Insurance: Required when specific insurance coverage is needed for the goods
7. Export Control: Necessary for international sales or restricted goods
8. After-Sales Services: Used when the seller provides maintenance or support services
9. Training: Required when the seller must provide training for use of the goods
1. Schedule 1 - Product Specification: Detailed technical specifications of the goods being sold
2. Schedule 2 - Pricing Schedule: Detailed breakdown of prices, including any variable components or price adjustment mechanisms
3. Schedule 3 - Delivery Schedule: Detailed delivery timeline and logistics information
4. Schedule 4 - Form of Acceptance Certificate: Template for formal acceptance of the goods
5. Schedule 5 - Quality Standards: Detailed quality requirements and testing procedures
6. Schedule 6 - Warranty Terms: Detailed warranty terms and claim procedures
7. Appendix A - Required Documentation: List of documents required for the transaction (e.g., certificates of origin, quality certificates)
8. Appendix B - Contact Details: List of key contacts for both parties for various aspects of the transaction
Authors
Acceptance Certificate
Affiliate
Applicable Law
Business Day
Completion
Completion Date
Confidential Information
Contract Price
Defect
Delivery
Delivery Date
Delivery Location
Effective Date
Force Majeure Event
Goods
Intellectual Property Rights
Incoterms
Losses
Material Adverse Change
Payment Terms
Products
Purchase Order
Quality Standards
Representatives
Specifications
Taxes
Term
Territory
Third Party
Title
Warranty Period
Working Hours
Definitions
Sale and Purchase
Purchase Price and Payment
Conditions Precedent
Completion
Delivery
Title and Risk
Quality Requirements
Product Specifications
Warranties
Representations
Acceptance Testing
Defects
Returns
Liability
Indemnification
Insurance
Intellectual Property
Confidentiality
Data Protection
Force Majeure
Term
Termination
Consequences of Termination
Assignment
Subcontracting
Notices
Amendments
Waiver
Severability
Entire Agreement
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Manufacturing
Retail
Wholesale
Technology
Industrial Equipment
Consumer Goods
Automotive
Electronics
Chemicals
Pharmaceuticals
Food and Beverage
Luxury Goods
Raw Materials
Energy
Agriculture
Legal
Procurement
Sales
Commercial
Operations
Finance
Compliance
Supply Chain
Business Development
Risk Management
Commercial Director
Procurement Manager
Sales Manager
Legal Counsel
Contract Manager
Chief Commercial Officer
Supply Chain Manager
Business Development Manager
Operations Director
Chief Financial Officer
Compliance Officer
Risk Manager
General Counsel
Project Manager
Category Manager
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