Sales Agreement Template for Switzerland

A Sales Agreement is a legally binding contract that establishes the terms and conditions for the sale of goods between a seller and buyer under Swiss law. This document ensures both parties understand their rights, obligations, and remedies while providing legal protection for commercial transactions governed by the Swiss Code of Obligations.

When do you need this document?

You need a Sales Agreement whenever you're buying or selling goods in Switzerland or under Swiss law. This includes domestic transactions between Swiss companies, international sales where Switzerland is chosen as the governing jurisdiction, and cross-border trade involving Swiss manufacturers, distributors, or retailers. The document is essential for high-value transactions, complex sales involving multiple deliveries, or when specific warranties and performance guarantees are required. Whether you're a manufacturer selling to distributors, a wholesaler supplying retailers, or an import/export company conducting international trade, a properly drafted Sales Agreement protects your interests and ensures legal compliance.

Key legal considerations

Under Swiss law, your Sales Agreement must clearly define the object of sale with precise specifications to avoid disputes over quality or quantity. Price and payment terms require careful attention, particularly regarding VAT obligations and currency considerations for international transactions. Delivery terms should specify risk transfer points, as Swiss law follows the principle that risk passes when goods are handed over unless otherwise agreed. Warranty provisions must comply with Swiss mandatory consumer protection laws if applicable, while limitation of liability clauses should respect the good faith principle fundamental to Swiss contract law. The agreement should also address force majeure events, dispute resolution mechanisms, and applicable law clauses, especially important given Switzerland's position outside the EU but with strong international trade relationships.

Legal requirements in Switzerland

Swiss law requires Sales Agreements to comply with the Swiss Code of Obligations, particularly Articles 184-236 governing sales contracts. For international sales, the UN Convention on Contracts for the International Sale of Goods (CISG) applies unless explicitly excluded, as Switzerland is a signatory state. Consumer sales must comply with additional protection measures under Swiss consumer law, including mandatory warranty periods and restrictions on liability exclusions. VAT compliance is mandatory for sales exceeding statutory thresholds, requiring proper documentation and registration procedures. The agreement must respect Swiss competition law principles and cannot contain provisions that unreasonably restrict competition. Additionally, certain sales may require regulatory approvals or notifications, particularly for controlled goods, pharmaceuticals, or products subject to import/export restrictions under Swiss federal legislation.