Forward Sale Agreement for Switzerland

Forward Sale Agreement Template for Switzerland

A Forward Sale Agreement under Swiss law is a legally binding contract where one party agrees to sell and another party agrees to buy specified goods at a predetermined price, with delivery and payment scheduled for a future date. This agreement is governed by Swiss law, particularly the Swiss Code of Obligations, and includes detailed provisions on product specifications, delivery terms, payment conditions, and quality requirements. The document incorporates Swiss legal principles regarding commercial contracts and may also consider international trade regulations when cross-border transactions are involved. It provides a comprehensive framework for managing future sale obligations while addressing risk allocation and performance security.

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What is a Forward Sale Agreement?

The Forward Sale Agreement is a crucial commercial document used when parties wish to secure a future transaction for goods at predetermined terms. This type of agreement is particularly valuable in industries where price volatility, supply chain security, or production planning are important considerations. Under Swiss law, Forward Sale Agreements benefit from a well-established legal framework, primarily through the Swiss Code of Obligations, which provides clear guidelines on contract formation, performance, and remedies. The document typically includes detailed specifications of the goods, pricing mechanisms, delivery schedules, quality standards, and risk allocation between parties. It may also incorporate provisions for security arrangements, such as bank guarantees or letters of credit, to ensure performance. This type of agreement is especially relevant in international trade, where Swiss law is often chosen for its neutrality and sophisticated commercial law framework.

What sections should be included in a Forward Sale Agreement?

1. Parties: Identification and details of the seller and buyer

2. Background: Context of the transaction and relationship between the parties

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase Obligation: Core obligation of the seller to sell and the buyer to purchase the specified goods at a future date

5. Purchase Price and Payment Terms: Agreed price, payment schedule, and payment method

6. Delivery Terms: Timing, location, and method of delivery, including transfer of risk and title

7. Quality and Specifications: Detailed requirements for the goods to be delivered

8. Representations and Warranties: Statements of fact and assurances from both parties

9. Conditions Precedent: Any conditions that must be satisfied before the agreement becomes effective

10. Default and Remedies: Consequences of breach and available remedies

11. Force Majeure: Provisions for unforeseen circumstances affecting performance

12. Termination: Circumstances under which the agreement can be terminated and consequences

13. Notices: Process and requirements for formal communications between parties

14. Governing Law and Jurisdiction: Application of Swiss law and jurisdiction for dispute resolution

15. General Provisions: Standard legal provisions including entire agreement, amendments, and severability

What sections are optional to include in a Forward Sale Agreement?

1. Price Adjustment Mechanism: Used when parties want to include provisions for adjusting the price based on market conditions or other factors

2. Quality Testing Procedures: Included when specific testing protocols need to be followed to verify product quality

3. Storage and Warehousing: Required when interim storage arrangements are needed before final delivery

4. Insurance Requirements: Detailed insurance obligations when specific coverage is required during the forward period

5. Security Arrangements: Used when additional security (like bank guarantees or letters of credit) is required

6. Hedging Obligations: Included when parties agree to specific hedging requirements

7. Sustainable Sourcing Requirements: Used when the goods must meet specific sustainability or ethical sourcing criteria

8. Confidentiality: Detailed confidentiality provisions when sensitive information is involved

What schedules should be included in a Forward Sale Agreement?

1. Product Specifications: Detailed technical specifications of the goods

2. Pricing Schedule: Detailed pricing information, including any formulas or adjustments

3. Delivery Schedule: Specific dates, quantities, and locations for delivery

4. Quality Standards: Detailed quality requirements and testing procedures

5. Form of Quality Certificate: Template for quality certification documentation

6. Form of Notice of Delivery: Template for delivery notifications

7. Contact Details: List of key contacts and their roles for both parties

8. Form of Bank Guarantee: Template for any required bank guarantees or security 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

Agriculture

Commodities Trading

Energy

Chemical Industry

Mining

Metals and Materials

Food and Beverage

Pharmaceutical

Industrial Equipment

Technology Hardware

Renewable Energy

Relevant Teams

Legal

Commercial

Procurement

Sales

Finance

Risk Management

Operations

Quality Assurance

Supply Chain

Treasury

Business Development

Compliance

Relevant Roles

Commercial Director

Procurement Manager

Sales Manager

Legal Counsel

Contract Manager

Supply Chain Manager

Chief Financial Officer

Risk Manager

Trading Manager

Operations Director

Quality Assurance Manager

Logistics Manager

Treasury Manager

Business Development 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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