Vendor Contract for Switzerland

Vendor Contract Template for Switzerland

A comprehensive commercial agreement governed by Swiss law that establishes and regulates the relationship between a company and its vendor/supplier. This document outlines the terms and conditions for the supply of goods and/or services, including ordering processes, delivery requirements, quality standards, payment terms, and liability provisions. It incorporates specific Swiss legal requirements, particularly from the Swiss Code of Obligations (OR), and includes provisions for data protection, quality assurance, and dispute resolution under Swiss jurisdiction.

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What is a Vendor Contract?

This Vendor Contract template is designed for use in commercial relationships governed by Swiss law, where a company needs to establish a formal contractual relationship with its suppliers or service providers. The document is particularly useful for ongoing supply relationships and can be adapted for both goods and services procurement. It incorporates key requirements from Swiss commercial law, particularly the Swiss Code of Obligations (OR), and addresses essential aspects such as order processing, delivery terms, quality requirements, payment conditions, and liability allocation. The contract template is structured to provide clarity and certainty in vendor relationships while maintaining flexibility for specific commercial requirements and compliance with Swiss regulatory standards.

What sections should be included in a Vendor Contract?

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

2. Background: Context of the agreement and brief description of the business relationship

3. Definitions: Definitions of key terms used throughout the agreement

4. Scope of Supply: Detailed description of goods and/or services to be provided by the vendor

5. Ordering Process: Procedures for placing and accepting orders

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

7. Delivery and Acceptance: Terms regarding delivery, inspection, and acceptance of goods/services

8. Quality Requirements: Quality standards, specifications, and warranty provisions

9. Term and Termination: Duration of the agreement and conditions for termination

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

11. Confidentiality: Protection of confidential information and trade secrets

12. Force Majeure: Provisions for unforeseen circumstances preventing contract performance

13. Governing Law and Jurisdiction: Specification of Swiss law application and jurisdiction for disputes

14. General Provisions: Miscellaneous legal provisions including severability, entire agreement, and amendments

What sections are optional to include in a Vendor Contract?

1. Intellectual Property Rights: Required when the vendor relationship involves creation, licensing, or transfer of intellectual property

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

3. Insurance Requirements: Include when specific insurance coverage is required from the vendor

4. Service Levels: Required for service contracts with specific performance metrics

5. Environmental Compliance: Include when environmental standards or sustainability requirements are relevant

6. Compliance with Anti-Corruption Laws: Important for international vendors or high-value contracts

7. Export Control: Necessary when goods or services are subject to export regulations

8. Subcontracting: Include when vendor may need to subcontract certain obligations

9. Business Continuity: Important for critical suppliers or long-term relationships

What schedules should be included in a Vendor Contract?

1. Schedule 1 - Goods and Services Specification: Detailed technical specifications of goods/services to be provided

2. Schedule 2 - Pricing Schedule: Detailed pricing information, including any volume discounts or price adjustment mechanisms

3. Schedule 3 - Service Levels and KPIs: Detailed performance metrics and measurement criteria

4. Schedule 4 - Order Form Template: Standard form for placing orders under the agreement

5. Schedule 5 - Contact Details: Key contacts and escalation procedures

6. Schedule 6 - Technical Requirements: Specific technical standards or requirements

7. Appendix A - Compliance Requirements: Specific regulatory or compliance requirements applicable to the vendor

8. Appendix B - Insurance Requirements: Detailed insurance coverage requirements and minimum limits

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

Retail

Professional Services

Healthcare

Financial Services

Construction

Logistics

Industrial

Consumer Goods

Telecommunications

Energy

Agriculture

Pharmaceuticals

Relevant Teams

Legal

Procurement

Supply Chain

Operations

Finance

Compliance

Risk Management

Commercial

Vendor Management

Contract Administration

Relevant Roles

Procurement Manager

Legal Counsel

Contract Manager

Supply Chain Manager

Operations Director

Commercial Manager

Chief Financial Officer

Risk Manager

Compliance Officer

Purchasing Officer

Vendor Relations Manager

Category Manager

General Counsel

Business Development Manager

Chief Operating Officer

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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