Sales & Purchase Agreement Template for Switzerland

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Key Requirements PROMPT example:

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."

Document background
The Sales & Purchase Agreement is a fundamental commercial contract used to formalize the sale and purchase of goods between parties. This template is specifically designed for transactions governed by Swiss law, incorporating requirements from the Swiss Code of Obligations and related commercial legislation. It is suitable for both domestic and international transactions, with provisions addressing delivery terms, quality standards, warranty obligations, and risk transfer. The document can be adapted for various transaction sizes and complexities, from single deliveries to ongoing supply arrangements, and includes optional provisions for specific industry requirements or regulatory compliance. This version of the Sales & Purchase Agreement includes comprehensive protections for both seller and buyer, with clear mechanisms for dispute resolution under Swiss jurisdiction.
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 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

Optional Sections

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

Suggested Schedules

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

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

Clauses
Relevant Industries

Manufacturing

Retail

Wholesale

Technology

Industrial Equipment

Consumer Goods

Automotive

Electronics

Chemicals

Pharmaceuticals

Food and Beverage

Luxury Goods

Raw Materials

Energy

Agriculture

Relevant Teams

Legal

Procurement

Sales

Commercial

Operations

Finance

Compliance

Supply Chain

Business Development

Risk Management

Relevant Roles

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

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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