Consignment Contract Template for Switzerland

A consignment contract is a unique commercial arrangement that allows you to place your goods with another party for sale while retaining ownership until the items are actually sold. Under Swiss law, this agreement combines elements of both agency and sales contracts, creating a flexible business relationship that benefits both suppliers and retailers.

When do you need this document?

You need a consignment contract when you want to expand your market reach without losing control over your inventory or pricing. This arrangement is particularly valuable in the luxury goods sector, where Swiss retailers often display high-end watches, jewelry, or art pieces without purchasing them upfront. Fashion retailers use consignment agreements for seasonal collections, allowing them to offer variety without financial risk. Art galleries frequently operate on consignment, displaying artworks while the artist retains ownership until sale. Antique dealers and specialty retailers also benefit from consignment arrangements when dealing with unique or high-value items where upfront purchase would be financially challenging.

Key legal considerations

Your consignment contract must clearly define the roles and responsibilities of both parties to avoid disputes. The commission structure should specify exactly how much the consignee will receive from each sale and when payments are due to you as the consignor. Inventory management clauses are crucial, establishing who bears responsibility for storage, insurance, and security of the goods. You should include detailed provisions about pricing authority, marketing responsibilities, and sales reporting requirements. Risk allocation is particularly important - the contract should specify who bears liability for damaged, lost, or stolen goods. Termination provisions must address what happens to unsold inventory, including return procedures and timeframes. Payment terms should establish clear deadlines for remitting proceeds from sales and any penalties for late payment.

Legal requirements in Switzerland

Under Swiss law, consignment contracts are primarily governed by the Swiss Code of Obligations, particularly Articles 394-406 covering mandate agreements and Articles 418a-418v addressing commercial agency relationships. The contract must comply with general contract formation requirements under Articles 11-31, including clear offer, acceptance, and consideration. Swiss law requires that both parties act in good faith according to Article 2 of the Swiss Civil Code, which means transparent communication and fair dealing throughout the relationship. If the consignment involves cross-border transactions, you must consider Swiss international private law provisions. The contract should address Swiss-specific requirements for commercial relationships, including proper registration if the consignee acts as a commercial agent. Documentation must be sufficient to establish the consignment relationship clearly, as Swiss courts will examine the actual nature of the arrangement rather than just the contract title. Additionally, if valuable goods are involved, consider Swiss insurance and liability laws that may affect risk allocation between the parties.