The Promissory Contract of Purchase and Sale is a fundamental document in Swiss commercial practice, particularly useful in complex transactions where immediate completion is not practical or desired. This preliminary agreement, while binding, allows parties to secure their transaction while managing various prerequisites such as due diligence, financing arrangements, or regulatory approvals. It is commonly used in real estate transactions, business acquisitions, and significant asset purchases where careful preparation is needed before final closing. The document must strictly comply with Swiss legal requirements, including the Swiss Code of Obligations and, where applicable, cantonal regulations. The contract typically includes detailed specifications of the transaction terms, conditions precedent, timeline for conclusion of the final sale, and consequences of non-performance. It provides a crucial framework for transitioning from initial agreement to final sale while protecting both parties' interests under Swiss law.
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1. Parties: Identification and details of the seller and buyer, including full legal names, addresses, and registration details for legal entities
2. Background: Context of the transaction and relationship between the parties
3. Definitions: Definitions of key terms used throughout the agreement
4. Object of Sale: Precise description of the item(s) or property to be sold, including all relevant identifying details
5. Purchase Price: Agreed purchase price, payment terms, and payment schedule
6. Conclusion of Main Contract: Conditions and timeline for the conclusion of the final purchase and sale agreement
7. Representations and Warranties: Seller's representations regarding the object of sale and buyer's acknowledgments
8. Conditions Precedent: Conditions that must be fulfilled before the main contract can be concluded
9. Rights and Obligations: Detailed rights and obligations of both parties during the preliminary contract period
10. Term and Termination: Duration of the promissory contract and circumstances for termination
11. Governing Law and Jurisdiction: Confirmation of Swiss law as governing law and jurisdiction for disputes
12. Execution: Signature blocks and execution requirements
1. Due Diligence: Terms regarding buyer's right to conduct due diligence, applicable when complex assets are involved
2. Financing Conditions: Include when the buyer's obligation is contingent on obtaining financing
3. Regulatory Approvals: Required when the transaction needs specific regulatory clearances
4. Real Estate Specific Provisions: Include when the object of sale is real estate, covering specific requirements under Swiss property law
5. Broker Provisions: Include when real estate or other brokers are involved in the transaction
6. Foreign Investment Provisions: Required when the buyer is a foreign person/entity and Lex Koller applies
7. Escrow Arrangements: Include when deposit or documents are to be held in escrow
8. Assignment Rights: Include when either party may need to assign their rights under the contract
1. Property Description Schedule: Detailed description of the property or assets, including technical specifications, boundaries, or inventory
2. Payment Schedule: Detailed breakdown of payment installments and timing
3. Due Diligence Requirements: List of documents and information to be provided for due diligence
4. Form of Main Contract: Draft or key terms of the final purchase and sale agreement to be concluded
5. Encumbrances Schedule: List of existing encumbrances, easements, or restrictions on the property/assets
6. Required Approvals: List of regulatory or third-party approvals needed for the transaction
Relevant legal definitions
Agreement
Applicable Law
Asset(s)
Business Day
Closing
Closing Date
Conditions Precedent
Confidential Information
Deposit
Due Diligence
Due Diligence Period
Effective Date
Encumbrances
Final Purchase Agreement
Force Majeure
Governmental Authority
Long Stop Date
Main Contract
Material Adverse Change
Object of Sale
Parties
Permitted Encumbrances
Purchase Price
Purchaser
Related Parties
Relevant Permits
Representatives
Seller
Signing Date
Swiss Law
Territory
Third Party
Title Documents
Transaction
Transaction Documents
Transfer Date
Warranties
Applicable Law
Asset(s)
Business Day
Closing
Closing Date
Conditions Precedent
Confidential Information
Deposit
Due Diligence
Due Diligence Period
Effective Date
Encumbrances
Final Purchase Agreement
Force Majeure
Governmental Authority
Long Stop Date
Main Contract
Material Adverse Change
Object of Sale
Parties
Permitted Encumbrances
Purchase Price
Purchaser
Related Parties
Relevant Permits
Representatives
Seller
Signing Date
Swiss Law
Territory
Third Party
Title Documents
Transaction
Transaction Documents
Transfer Date
Warranties
Clauses
Identification of Parties
Purpose
Recitals
Definitions
Object of Sale
Purchase Price
Payment Terms
Conditions Precedent
Due Diligence
Representations and Warranties
Covenants
Title Transfer
Formal Requirements
Closing Conditions
Risk and Insurance
Confidentiality
Non-Competition
Force Majeure
Assignment
Termination
Indemnification
Notices
Amendment
Severability
Entire Agreement
Governing Law
Jurisdiction
Dispute Resolution
Costs and Expenses
Registration
Language
Execution
Time Periods
Good Faith
Regulatory Compliance
Third Party Rights
Further Assurance
Purpose
Recitals
Definitions
Object of Sale
Purchase Price
Payment Terms
Conditions Precedent
Due Diligence
Representations and Warranties
Covenants
Title Transfer
Formal Requirements
Closing Conditions
Risk and Insurance
Confidentiality
Non-Competition
Force Majeure
Assignment
Termination
Indemnification
Notices
Amendment
Severability
Entire Agreement
Governing Law
Jurisdiction
Dispute Resolution
Costs and Expenses
Registration
Language
Execution
Time Periods
Good Faith
Regulatory Compliance
Third Party Rights
Further Assurance
Relevant Industries
Real Estate
Manufacturing
Retail
Agriculture
Technology
Industrial
Hospitality
Commercial Property
Residential Property
Automotive
Luxury Goods
Art and Collectibles
Equipment and Machinery
Relevant Teams
Legal
Finance
Real Estate
Procurement
Business Development
Compliance
Risk Management
Corporate Development
Investment
Operations
Commercial
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Lawyer
Real Estate Manager
Property Developer
Business Development Manager
Commercial Director
Procurement Manager
Contract Manager
Real Estate Agent
Investment Manager
Asset Manager
Compliance Officer
Risk Manager
Transaction Manager
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