Preliminary Sales Agreement for Switzerland

Preliminary Sales Agreement Template for Switzerland

A Preliminary Sales Agreement under Swiss law serves as a binding framework document that outlines the key terms and conditions for a proposed sale transaction while allowing for further due diligence and negotiation. Governed by the Swiss Code of Obligations, this agreement establishes the essential elements of the sale, including the object of sale, preliminary price arrangements, timeline for completion, and conditions precedent. It provides legal protection for both parties during the pre-sale phase while maintaining flexibility for finalizing detailed terms in the subsequent definitive agreement.

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What is a Preliminary Sales Agreement?

The Preliminary Sales Agreement is a crucial document used in Swiss business transactions when parties have reached initial agreement on key terms but require additional time for due diligence, regulatory approvals, or detailed negotiations. This document type, while preliminary in nature, creates binding obligations under Swiss law and typically includes essential provisions such as exclusivity periods, confidentiality obligations, and conditions for proceeding to final sale. It's particularly valuable in complex transactions where immediate execution of a final sale agreement is not feasible due to pending conditions or required verifications. The agreement must comply with Swiss contract law principles, particularly those found in the Swiss Code of Obligations, and can be adapted for both domestic and international transactions.

What sections should be included in a Preliminary Sales Agreement?

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

2. Background: Context of the transaction, relationship between parties, and purpose of the preliminary agreement

3. Definitions: Key terms used throughout the agreement

4. Subject Matter of Sale: Clear identification of the goods/property to be sold

5. Purchase Price: Agreed price, payment terms, and any conditions for price adjustments

6. Timeline and Steps to Final Agreement: Key dates, milestones, and conditions for proceeding to final sale

7. Due Diligence: Rights and obligations regarding inspection and verification of the sale object

8. Conditions Precedent: Conditions that must be met before proceeding to final sale

9. Exclusivity: Terms preventing the seller from negotiating with other parties during the preliminary period

10. Confidentiality: Obligations regarding confidential information exchanged during negotiations

11. Costs and Expenses: Allocation of costs during the preliminary period

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

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

14. Signatures: Execution blocks for all parties

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

1. Break Fee: Applicable when parties want to specify compensation if one party withdraws from the transaction

2. Financing Conditions: Include when the buyer's ability to proceed depends on obtaining financing

3. Regulatory Approvals: Required when the transaction needs specific regulatory clearances

4. Parent Company Guarantee: Include when additional security is required from a parent company

5. Asset List Verification: For complex sales involving multiple assets requiring verification

6. Employee Matters: Required when the sale involves transfer of employees or employment-related considerations

7. Intellectual Property Rights: Include when IP rights are part of the preliminary considerations

8. Insurance: Include when specific insurance requirements need to be met during the preliminary period

What schedules should be included in a Preliminary Sales Agreement?

1. Schedule 1 - Description of Sale Object: Detailed technical specifications or property description

2. Schedule 2 - Price Calculation: Detailed breakdown of purchase price components and calculations

3. Schedule 3 - Due Diligence Requirements: List of documents and information to be provided for due diligence

4. Schedule 4 - Timeline: Detailed timeline with all key dates and milestones

5. Schedule 5 - Required Approvals: List of necessary regulatory or third-party approvals

6. Appendix A - Form of Final Sale Agreement: Draft or key terms of the intended final sale agreement

7. Appendix B - Due Diligence Checklist: Comprehensive list of items to be verified during due diligence

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
Relevant Industries

Manufacturing

Real Estate

Technology

Retail

Industrial

Agriculture

Automotive

Energy

Healthcare

Pharmaceuticals

Financial Services

Professional Services

Construction

Mining

Telecommunications

Relevant Teams

Legal

Finance

Commercial

Sales

Business Development

Compliance

Risk Management

Operations

Corporate Development

Mergers & Acquisitions

Real Estate

Asset Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Legal Director

Commercial Director

Sales Director

Business Development Manager

Contract Manager

Corporate Lawyer

M&A Lawyer

Due Diligence Specialist

Risk Manager

Compliance Officer

Transaction Manager

Operations Director

Property Manager

Asset 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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