Master Purchase Agreement for Switzerland

Master Purchase Agreement Template for Switzerland

A Master Purchase Agreement governed by Swiss law establishes the framework for an ongoing commercial relationship between a buyer and supplier, setting out the terms and conditions that will govern future purchase transactions. The agreement comprehensively addresses ordering procedures, delivery terms, quality requirements, warranties, and risk allocation, while incorporating specific Swiss legal requirements from the Code of Obligations (OR/CO) and other relevant legislation. It provides a structured approach to managing regular purchase transactions while ensuring compliance with Swiss commercial law and international best practices.

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What is a Master Purchase Agreement?

The Master Purchase Agreement is designed for situations where organizations need to establish a long-term purchasing relationship with regular, recurring transactions. It provides a comprehensive framework that eliminates the need to negotiate individual contracts for each purchase while ensuring consistency and efficiency in commercial operations. This agreement, governed by Swiss law, typically includes detailed terms for ordering processes, quality standards, warranties, and risk allocation, along with specific schedules for pricing and product specifications. It is particularly suited for businesses operating in Switzerland or those choosing Swiss law for its stability and well-developed commercial legal framework. The agreement incorporates requirements from the Swiss Code of Obligations and other relevant Swiss legislation, while also considering international trade practices.

What sections should be included in a Master Purchase Agreement?

1. Parties: Identification and details of the contracting parties

2. Background: Context of the agreement and business relationship

3. Definitions: Defined terms used throughout the agreement

4. Scope of Agreement: Framework terms for the purchase relationship and applicability

5. Ordering Process: Procedures for placing and accepting purchase orders

6. Prices and Payment Terms: Pricing structure, payment conditions, invoicing requirements

7. Delivery and Acceptance: Terms for delivery, transfer of risk, inspection and acceptance procedures

8. Quality Requirements: Quality standards, specifications, and compliance requirements

9. Warranties: Product warranties and quality guarantees

10. Liability and Indemnification: Allocation of risks and responsibilities between parties

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

12. Confidentiality: Protection of confidential information

13. Force Majeure: Provisions for unforeseeable circumstances

14. Governing Law and Jurisdiction: Swiss law application and dispute resolution

15. General Provisions: Miscellaneous legal provisions including assignment, notices, and amendments

What sections are optional to include in a Master Purchase Agreement?

1. Intellectual Property Rights: Required when purchases involve IP-protected goods or technology transfer

2. Data Protection: Necessary when personal data processing is involved in the purchase relationship

3. Insurance Requirements: Include when specific insurance coverage is required from either party

4. Environmental Compliance: Required for purchases involving environmentally sensitive products or processes

5. Export Control: Necessary for international purchases subject to export regulations

6. Supplier Code of Conduct: Include when buyer requires specific ethical or conduct standards

7. Service Levels: Required when the purchase includes service components

8. Business Continuity: Important for critical supply relationships

9. Audit Rights: Include when buyer requires right to audit supplier's processes or records

What schedules should be included in a Master Purchase Agreement?

1. Schedule 1 - Products and Pricing: Detailed list of products and pricing structure

2. Schedule 2 - Technical Specifications: Detailed product specifications and requirements

3. Schedule 3 - Service Levels: Specific service level requirements and metrics

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

5. Schedule 5 - Order Form Template: Standard form for placing purchase orders

6. Schedule 6 - Key Contacts: List of key personnel and contact details

7. Appendix A - Special Terms for Specific Products: Product-specific terms and conditions

8. Appendix B - Compliance Requirements: Detailed compliance and certification requirements

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

Agreement Contract

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Technology

Pharmaceutical

Consumer Goods

Industrial Equipment

Automotive

Electronics

Chemical

Food and Beverage

Retail

Telecommunications

Energy

Healthcare

Relevant Teams

Legal

Procurement

Supply Chain

Finance

Operations

Quality Assurance

Risk Management

Compliance

Commercial

Vendor Management

Relevant Roles

Chief Procurement Officer

Procurement Manager

Supply Chain Director

Legal Counsel

Commercial Director

Contract Manager

Purchasing Manager

Supply Chain Manager

Chief Legal Officer

Operations Director

Finance Director

Quality Assurance Manager

Vendor Manager

Category Manager

Sourcing 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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