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Standard Agreement Of Sale
"I need a Standard Agreement of Sale under Swiss law for selling industrial machinery to a local manufacturer, with monthly deliveries starting from March 2025 and including detailed warranty provisions for mechanical parts."
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 assets being sold
5. Purchase Price: Price, payment terms, currency, and payment method
6. Delivery Terms: Delivery location, timing, and conditions (including Incoterms if applicable)
7. Transfer of Title and Risk: When and how ownership and risk transfer from seller to buyer
8. Warranties: Standard warranties regarding title, quality, and condition of goods
9. Seller's Obligations: Detailed list of seller's obligations including delivery and documentation
10. Buyer's Obligations: Detailed list of buyer's obligations including payment and acceptance
11. Inspection and Acceptance: Process and timeframe for inspecting and accepting the goods
12. Defects and Claims: Process for handling defective goods and making claims
13. Limitation of Liability: Limitations on liability of both parties
14. Governing Law: Confirmation of Swiss law as governing law
15. Dispute Resolution: Process for resolving disputes
16. General Provisions: Standard boilerplate clauses including severability, entire agreement, etc.
17. Signatures: Execution blocks for both parties
1. CISG Opt-out: Section explicitly excluding application of UN Convention on Contracts for International Sale of Goods - used for international sales where CISG should not apply
2. Intellectual Property Rights: Section dealing with IP rights in the goods - used when selling products with significant IP components
3. Confidentiality: Provisions regarding confidential information - used when sensitive information is exchanged
4. Insurance: Insurance requirements - used for high-value goods or when specific risks need coverage
5. Export Control: Export control compliance - used for international sales of regulated goods
6. Force Majeure: Force majeure provisions - used when specific events should excuse performance
7. Assignment: Rights to assign the contract - used when transfer rights need to be restricted
8. Data Protection: Data protection provisions - used when personal data is processed in connection with the sale
1. Schedule 1 - Product Specification: Detailed technical specifications of the goods being sold
2. Schedule 2 - Pricing Schedule: Detailed breakdown of pricing, including any variable components
3. Schedule 3 - Delivery Schedule: Detailed delivery timeline and locations if multiple deliveries
4. Schedule 4 - Quality Requirements: Specific quality standards and testing procedures
5. Schedule 5 - Warranty Terms: Detailed warranty terms and procedures
6. Appendix A - Form of Acceptance Certificate: Template for formal acceptance of goods
7. Appendix B - Technical Documentation: Required technical documentation to accompany the goods
Authors
Acceptance Certificate
Applicable Laws
Business Day
Buyer
Claim
Completion
Completion Date
Confidential Information
Contract Price
Defect
Delivery
Delivery Date
Delivery Location
Effective Date
Force Majeure Event
Goods
Intellectual Property Rights
Liability
Loss
Material Adverse Change
Notice
Order
Party/Parties
Payment Terms
Purchase Order
Quality Standards
Representatives
Seller
Specifications
Subcontractor
Technical Documentation
Term
Territory
VAT
Warranty Period
Working Hours
Recitals
Definitions
Subject Matter of Sale
Purchase Price
Payment Terms
Delivery
Transfer of Title
Transfer of Risk
Warranties
Quality Assurance
Inspection and Testing
Acceptance
Defects
Remedies
Seller Obligations
Buyer Obligations
Intellectual Property
Confidentiality
Force Majeure
Limitation of Liability
Indemnification
Insurance
Term
Termination
Assignment
Subcontracting
Notices
Data Protection
Export Control
Anti-Corruption
Governing Law
Dispute Resolution
Entire Agreement
Amendment
Severability
Waiver
Costs
Third Party Rights
Counterparts
Language
Signature
Retail
Manufacturing
Technology
Consumer Goods
Industrial Equipment
Agriculture
Automotive
Electronics
Fashion and Apparel
Food and Beverage
Construction Materials
Medical Equipment
Furniture and Home Goods
Chemical Products
Machinery
Legal
Sales
Procurement
Commercial
Operations
Supply Chain
Finance
Compliance
Risk Management
Business Development
Contract Administration
Legal Counsel
Contract Manager
Sales Director
Procurement Manager
Commercial Director
Business Development Manager
Operations Manager
Supply Chain Manager
Chief Financial Officer
Chief Executive Officer
Compliance Officer
Risk Manager
General Counsel
Sales Representative
Purchasing Officer
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