Commercial Sales Agreement for Switzerland

Commercial Sales Agreement Template for Switzerland

A Commercial Sales Agreement governed by Swiss law is a comprehensive legal document that establishes the terms and conditions for the sale and purchase of goods between commercial entities. This agreement is structured according to Swiss legal requirements, particularly the Swiss Code of Obligations, and can be used for both domestic and international transactions. It covers essential elements such as product specifications, pricing, delivery terms, warranties, and risk allocation, while incorporating specific Swiss legal principles and protections. The document can be customized to accommodate various commercial arrangements while maintaining compliance with Swiss commercial law and international trade regulations.

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What is a Commercial Sales Agreement?

The Commercial Sales Agreement is a fundamental business document used to formalize the sale and purchase of goods between commercial entities in a business-to-business context. This agreement is specifically tailored to comply with Swiss law, incorporating requirements from the Swiss Code of Obligations and related commercial regulations. It is particularly suitable for companies engaging in regular commercial transactions, whether domestic or international, where Switzerland is chosen as the governing law jurisdiction. The document addresses key aspects of the commercial relationship including product specifications, pricing mechanisms, delivery terms, quality standards, and risk allocation. It can be adapted for various transaction types, from simple one-time purchases to ongoing supply arrangements, and includes provisions for both standard commercial terms and specific requirements unique to particular industries or product types.

What sections should be included in a Commercial Sales Agreement?

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

2. Background: Context of the agreement and brief description of the parties' business relationship

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

4. Subject Matter of Sale: Detailed description of products/goods being sold, including specifications and quantities

5. Price and Payment Terms: Purchase price, payment schedule, currency, and payment methods

6. Delivery Terms: Delivery conditions, timing, Incoterms, transfer of risk and title

7. Quality and Inspection: Quality standards, inspection procedures, and acceptance criteria

8. Warranties: Product warranties and quality guarantees as per Swiss law requirements

9. Liability and Limitation: Scope of liability and any limitations permitted under Swiss law

10. Term and Termination: Duration of agreement and termination provisions

11. Confidentiality: Protection of confidential information exchanged between parties

12. Force Majeure: Events excusing performance and their consequences

13. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes

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

What sections are optional to include in a Commercial Sales Agreement?

1. CISG Opt-Out: Optional clause explicitly excluding application of UN Convention on Contracts for the International Sale of Goods

2. Intellectual Property Rights: Include when products involve IP rights or licenses

3. Exclusive Distribution Rights: For agreements granting exclusive sales or distribution rights in specific territories

4. Minimum Purchase Requirements: When agreement includes minimum purchase obligations

5. Product Training and Support: Include for technical products requiring seller support

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

7. Insurance Requirements: Specific insurance obligations for high-value or high-risk products

8. Export Control: For products subject to export restrictions or controls

9. Bank Guarantee/Letter of Credit: For transactions requiring additional payment security

What schedules should be included in a Commercial Sales Agreement?

1. Schedule 1 - Product Specifications: Detailed technical specifications of products

2. Schedule 2 - Price List: Comprehensive price list including any volume discounts

3. Schedule 3 - Delivery Schedule: Detailed delivery timelines and locations

4. Schedule 4 - Quality Standards: Specific quality requirements and testing procedures

5. Schedule 5 - Warranty Terms: Detailed warranty terms and claim procedures

6. Schedule 6 - Service Level Agreement: If applicable, support and service levels

7. Appendix A - Contact Details: Key contact persons for various aspects of the agreement

8. Appendix B - Technical Documentation: Product manuals and technical documentation

9. Appendix C - Compliance Certificates: Required product certifications and compliance documents

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

Jurisdiction

Switzerland

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Retail

Technology

Consumer Goods

Industrial Equipment

Pharmaceuticals

Electronics

Automotive

Chemical

Food and Beverage

Machinery

Textiles

Construction Materials

Medical Devices

Energy

Relevant Teams

Legal

Commercial

Procurement

Sales

Business Development

Supply Chain

Operations

Compliance

Finance

International Trade

Risk Management

Relevant Roles

Legal Counsel

Commercial Director

Procurement Manager

Sales Director

Business Development Manager

Supply Chain Manager

Contract Manager

Chief Commercial Officer

Operations Director

Compliance Officer

General Counsel

Sales Manager

Purchasing Director

Export Manager

Import 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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