International Sales Contract for Switzerland

International Sales Contract Template for Switzerland

This is a comprehensive international sales contract governed by Swiss law, designed to regulate cross-border sales transactions between commercial parties. The contract incorporates provisions from both the United Nations Convention on Contracts for the International Sale of Goods (CISG) and Swiss domestic law, particularly the Swiss Code of Obligations. It addresses crucial aspects including product specifications, pricing, delivery terms, risk transfer, warranties, and dispute resolution mechanisms, while ensuring compliance with international trade regulations and Swiss legal requirements. The document is structured to provide clear obligations and rights for both parties while maintaining flexibility for various types of goods and industry-specific requirements.

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What is a International Sales Contract?

An International Sales Contract is essential for businesses engaged in cross-border trade of goods where Swiss law governs the transaction. This document is particularly relevant when at least one party is based in Switzerland or when parties choose Swiss law for its neutrality and well-developed commercial legal framework. The contract combines international trade practices with Swiss legal requirements, incorporating CISG provisions (unless explicitly excluded) and the Swiss Code of Obligations. It's designed to address all crucial aspects of international sales, including detailed product specifications, pricing mechanisms, delivery terms using Incoterms, quality requirements, warranty provisions, and risk allocation. The document is especially important for high-value transactions or ongoing supply relationships where clear legal framework and risk allocation are essential.

What sections should be included in a International Sales Contract?

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

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: Detailed description of the goods being sold

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

6. Delivery Terms: Delivery obligations, Incoterms, delivery schedule, and transfer of risk

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

8. Title and Risk: Transfer of title and risk allocation

9. Warranties: Seller's warranties regarding the goods and any warranty limitations

10. Compliance with Laws: Obligations to comply with applicable laws and regulations

11. Term and Termination: Duration of the agreement and termination rights

12. Force Majeure: Events excusing performance and their consequences

13. Governing Law and Jurisdiction: Choice of Swiss law and jurisdiction provisions

14. Notices: Method and addresses for formal communications

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

What sections are optional to include in a International Sales Contract?

1. CISG Exclusion: Section explicitly excluding CISG application if parties choose to rely solely on Swiss domestic law

2. Intellectual Property Rights: Include when goods involve patents, trademarks, or other IP rights

3. Confidentiality: Add when sensitive information will be exchanged

4. Insurance: Include when specific insurance requirements are needed beyond standard delivery terms

5. Export Control: Required when goods are subject to export control regulations

6. After-Sales Services: Include for goods requiring installation, maintenance, or technical support

7. Training: Add when seller must provide training on use of goods

8. Bank Guarantees: Include when payment security is required

9. Liquidated Damages: Add when specific compensation for delay or non-performance should be pre-defined

10. Competition Restrictions: Include when territorial or customer restrictions apply to the buyer

What schedules should be included in a International Sales Contract?

1. Technical Specifications: Detailed technical description of the goods

2. Price List: Detailed pricing information, especially for multiple products or volume-based pricing

3. Delivery Schedule: Detailed timeline for deliveries, especially for multiple shipments

4. Quality Standards: Specific quality requirements, testing procedures, and acceptance criteria

5. Form of Bank Guarantee: Template for any required bank guarantees

6. After-Sales Service Requirements: Detailed description of service levels and support requirements

7. Compliance Requirements: Specific regulatory or certification requirements

8. Warranty Procedures: Detailed warranty claim procedures and requirements

9. Insurance Requirements: Specific insurance coverage requirements and certificates

10. Authorized Representatives: List of authorized representatives for various contract matters

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

Document Type

Sales Contract

Sector

Sales

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Retail

Technology

Industrial Equipment

Consumer Goods

Pharmaceuticals

Automotive

Electronics

Chemicals

Textiles

Food and Beverage

Machinery and Equipment

Raw Materials

Agriculture

Relevant Teams

Legal

Procurement

Sales

Export

Import

Supply Chain

Commercial

Business Development

Compliance

Risk Management

Trade Finance

Operations

Finance

Relevant Roles

Chief Legal Officer

Legal Counsel

Contract Manager

Procurement Manager

Sales Director

Export Manager

Import Manager

Supply Chain Manager

Commercial Director

Business Development Manager

Compliance Officer

Risk Manager

Trade Finance Manager

Operations Manager

Chief Financial Officer

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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