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1. Parties: Identification and details of the buyer and seller, including full legal names, addresses, and registration numbers if applicable
2. Background: Context of the transaction and relationship between the parties
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter of Sale: Clear identification and description of the goods being sold
5. Purchase Price: Price, currency, and payment terms including payment schedule if applicable
6. Delivery: Delivery terms, timing, location, and transfer of risk (incorporating Incoterms if applicable)
7. Title and Risk: Timing and conditions for transfer of ownership and risk in the goods
8. Warranties: Standard warranties regarding quality, fitness for purpose, and compliance with specifications
9. Inspection and Acceptance: Procedures and timeframes for inspecting and accepting the goods
10. Termination: Circumstances allowing contract termination and consequences
11. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes
12. Entire Agreement: Integration clause confirming the contract represents the entire agreement between parties
1. Intellectual Property Rights: Required when the goods involve patents, trademarks, or other IP rights
2. Confidentiality: Needed when sensitive information will be exchanged during the transaction
3. Force Majeure: Important for long-term supply arrangements or when delivery timing is crucial
4. Insurance: Required for high-value goods or when specific risks need coverage
5. Export/Import Controls: Necessary for international sales or regulated goods
6. After-Sales Services: Include when maintenance, support, or other post-sale services are part of the deal
7. Competition Restrictions: Required when including non-compete or territorial restrictions
8. Data Protection: Necessary when personal data processing is involved in the transaction
1. Product Specifications: Detailed technical specifications of the goods
2. Price List: Detailed pricing information, especially for multiple items or volume-based pricing
3. Delivery Schedule: Detailed delivery timelines and locations, particularly for multiple deliveries
4. Quality Standards: Specific quality requirements and testing procedures
5. Warranty Terms: Detailed warranty conditions and claim procedures
6. Service Level Agreement: Details of any associated services and performance standards
7. Form of Acceptance Certificate: Template for formal acceptance of goods
8. Insurance Requirements: Specific insurance coverage requirements and certificates
Applicable Law
Business Day
Buyer
Confidential Information
Contract Price
Defect
Delivery Date
Delivery Location
Effective Date
Force Majeure Event
Goods
Intellectual Property Rights
Loss
Material Adverse Change
Payment Terms
Purchase Order
Quality Standards
Representatives
Seller
Specifications
Warranty Period
Acceptance Certificate
Affiliate
Background IP
Completion Date
Conditions Precedent
Default Interest Rate
Delivery Schedule
Encumbrance
Inspection Period
Liability Cap
Notice
Product Documentation
Purchase Price
Related Agreements
Security Interest
Termination Date
Territory
Working Hours
Definitions and Interpretation
Sale and Purchase
Purchase Price
Payment Terms
Delivery
Title and Risk
Quality and Specifications
Warranties
Inspection and Acceptance
Defects and Returns
Intellectual Property
Confidentiality
Force Majeure
Liability and Indemnification
Insurance
Term and Termination
Dispute Resolution
Governing Law and Jurisdiction
Assignment and Subcontracting
Notices
Entire Agreement
Severability
Amendment and Waiver
Representations
Data Protection
Export Control
Anti-Corruption
Third Party Rights
Costs and Expenses
Manufacturing
Retail
Wholesale
Technology
Industrial Equipment
Consumer Goods
Agriculture
Automotive
Electronics
Medical Devices
Machinery
Raw Materials
Textiles
Food and Beverage
Chemical Industry
Legal
Procurement
Sales
Commercial
Finance
Operations
Supply Chain
Risk Management
Compliance
Business Development
Procurement Manager
Sales Director
Commercial Director
Legal Counsel
Contract Manager
Supply Chain Manager
Business Development Manager
Operations Manager
Chief Financial Officer
Purchasing Officer
Vendor Relations Manager
Risk Manager
Compliance Officer
General Counsel
CEO
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