Sole Distributor Agreement for Switzerland

Sole Distributor Agreement Template for Switzerland

A comprehensive legal agreement governed by Swiss law that establishes an exclusive distribution relationship between a supplier/manufacturer and a distributor. The agreement grants the distributor exclusive rights to sell specified products within a defined territory, subject to Swiss competition laws and the Federal Act on Cartels. It outlines the parties' rights and obligations, including minimum purchase requirements, marketing obligations, quality standards, and termination provisions, while ensuring compliance with Swiss commercial regulations and competition law requirements.

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What is a Sole Distributor Agreement?

The Sole Distributor Agreement is a critical commercial contract used when a manufacturer or supplier wishes to grant exclusive distribution rights to a single entity within a specified territory in Switzerland or for Swiss-governed international arrangements. This agreement type is particularly important in sectors requiring specialized market knowledge, dedicated sales channels, or significant distributor investment. The document comprehensively addresses all aspects of the exclusive distribution relationship, including territorial rights, performance obligations, product handling, and compliance with Swiss competition laws. It includes specific provisions required under Swiss law, particularly regarding vertical agreements and territorial restrictions, while also considering potential implications of EU competition law where relevant. The agreement is structured to protect both parties' interests while ensuring compliance with Swiss regulatory requirements and commercial practices.

What sections should be included in a Sole Distributor Agreement?

1. Parties: Identification of the supplier/manufacturer and the distributor, including full legal names and addresses

2. Background: Context of the agreement, including supplier's business, products, and intention to appoint exclusive distributor

3. Definitions: Key terms used throughout the agreement, including Products, Territory, Intellectual Property Rights, etc.

4. Appointment and Scope: Grant of exclusive distributorship rights and territorial scope

5. Term: Duration of the agreement, including commencement date and renewal provisions

6. Distributor's Rights and Obligations: Detailed responsibilities including marketing, minimum purchase requirements, and performance standards

7. Supplier's Rights and Obligations: Supplier's commitments regarding product supply, support, and training

8. Prices and Payment Terms: Product pricing, payment conditions, and price adjustment mechanisms

9. Ordering and Delivery: Procedures for ordering products, delivery terms, and logistics arrangements

10. Intellectual Property Rights: Usage rights for trademarks, patents, and other IP

11. Non-Competition and Exclusivity: Exclusivity provisions and territorial restrictions

12. Confidentiality: Protection of confidential information and trade secrets

13. Termination: Grounds for termination, notice periods, and consequences of termination

14. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction for disputes

15. General Provisions: Standard boilerplate clauses including force majeure, notices, and amendments

What sections are optional to include in a Sole Distributor Agreement?

1. Minimum Purchase Requirements: Include when supplier wants to ensure minimum volume commitments

2. Marketing and Promotion: Detailed section when specific marketing obligations are required

3. Product Training: Include when products require technical knowledge or specialized training

4. Quality Control: Include for technical or specialized products requiring specific handling

5. After-Sales Service: Include when product requires maintenance or customer support

6. Insurance: Include when specific insurance requirements are necessary

7. Data Protection: Include when personal data processing is involved

8. Import/Export Compliance: Include for international distribution arrangements

9. Anti-Corruption Compliance: Include when dealing with high-risk territories or government contracts

What schedules should be included in a Sole Distributor Agreement?

1. Schedule 1 - Products: Detailed list of products covered by the agreement

2. Schedule 2 - Territory: Detailed description of the exclusive territory

3. Schedule 3 - Prices: Price list and discount structure

4. Schedule 4 - Minimum Purchase Quantities: Annual or quarterly minimum purchase requirements

5. Schedule 5 - Technical Specifications: Product specifications and technical requirements

6. Schedule 6 - Trademark Usage Guidelines: Guidelines for using supplier's trademarks and branding

7. Schedule 7 - Service Level Agreement: Performance metrics and service standards

8. Schedule 8 - Reporting Requirements: Templates and timing for required reports

9. Appendix A - Standard Operating Procedures: Detailed procedures for ordering, delivery, and returns

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

Consumer Goods

Pharmaceuticals

Medical Devices

Luxury Goods

Industrial Equipment

Automotive

Electronics

Food and Beverage

Fashion and Apparel

Machinery and Tools

Chemical Products

Software and Technology

Sporting Goods

Cosmetics and Personal Care

Relevant Teams

Legal

Commercial

Sales

Business Development

Supply Chain

Operations

Procurement

Compliance

Finance

Marketing

International Trade

Distribution

Relevant Roles

Commercial Director

Sales Director

Business Development Manager

Legal Counsel

Contract Manager

Supply Chain Manager

Distribution Manager

Chief Commercial Officer

Head of Sales

Export Manager

Territory Manager

Procurement Manager

Compliance Officer

Operations Director

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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