Create a bespoke document in minutes,聽or upload and review your own.
Get your first 2 documents free
Your data doesn't train Genie's AI
You keep IP ownership聽of your information
Sales and Purchase Agreement
I need a sales and purchase agreement for a transaction involving commercial real estate in Zurich, with a purchase price of CHF 2 million. The agreement should include a 10% deposit, a 60-day closing period, and clauses for due diligence, financing contingencies, and transfer of title.
What is a Sales and Purchase Agreement?
A Sales and Purchase Agreement forms the backbone of major transactions in Switzerland, spelling out exactly how one party will sell and another will buy specific assets, shares, or entire businesses. It captures all the key terms both sides agree to - from the final price and payment schedule to what's being sold and when ownership transfers.
Under Swiss contract law (Code of Obligations), these agreements protect both buyer and seller by clearly stating their rights, responsibilities, and remedies. They typically include important safeguards like warranties about the asset's condition, detailed closing conditions, and specific steps each party must take to complete the deal successfully.
When should you use a Sales and Purchase Agreement?
Use a Sales and Purchase Agreement for any significant business transaction in Switzerland - from buying commercial real estate to acquiring company shares or entire businesses. This becomes especially important when dealing with assets worth more than CHF 100,000, or when the transaction involves complex terms, multiple stakeholders, or regulatory requirements.
Swiss law requires written contracts for many major transactions, making these agreements essential for both legal compliance and practical protection. They're particularly valuable when dealing with international parties, handling staged payments, or including specific conditions that must be met before closing the deal.
What are the different types of Sales and Purchase Agreement?
- Property Sales Agreement: Specialized for real estate transactions, with detailed provisions for property transfer, mortgage conditions, and land registry requirements
- Business Sale Contract: Covers complete business transfers, including assets, liabilities, employees, and ongoing contracts
- Contract For Selling A Car: Simplified format for vehicle sales, focusing on registration transfer and technical specifications
- Aircraft Purchase And Sale Agreement: Specialized for aviation assets, addressing maintenance records and regulatory compliance
- Small Business Purchase Agreement: Streamlined version for smaller enterprises, emphasizing inventory, customer lists, and local permits
Who should typically use a Sales and Purchase Agreement?
- Business Owners and Executives: Key decision-makers who negotiate and sign Sales and Purchase Agreements when buying or selling companies, assets, or shares
- Corporate Lawyers: Draft and review agreements to ensure compliance with Swiss law, protect client interests, and structure complex transactions
- Real Estate Professionals: Use these agreements for property transactions, working with notaries for official authentication
- Financial Advisors: Guide clients through financial terms, valuations, and payment structures
- Notaries: Authenticate signatures and verify identities for certain transactions under Swiss law, especially for real estate
How do you write a Sales and Purchase Agreement?
- Basic Information: Gather complete details of all parties, including legal names, addresses, and registration numbers for companies
- Asset Documentation: Collect proof of ownership, valuation reports, and technical specifications of what's being sold
- Deal Structure: Define purchase price, payment terms, and any conditions that must be met before closing
- Due Diligence: Review financial statements, contracts, and permits related to the sale
- Legal Requirements: Check if notarization is needed, especially for real estate deals under Swiss law
- Timeline Planning: Set realistic dates for conditions, payments, and transfer of ownership
What should be included in a Sales and Purchase Agreement?
- Party Details: Full legal names, addresses, and registration numbers of buyer and seller as per Swiss Commercial Registry
- Sale Object: Precise description of assets, shares, or property being transferred, including all relevant specifications
- Purchase Price: Clear statement of amount, currency, payment terms, and any escrow arrangements
- Warranties: Seller's guarantees about asset condition, ownership, and absence of encumbrances
- Transfer Terms: Specific conditions and timing for ownership transfer under Swiss law
- Governing Law: Express choice of Swiss law and jurisdiction clause
- Signature Block: Space for dated signatures, with notarization provisions if required
What's the difference between a Sales and Purchase Agreement and a Buy-Sell Agreement?
A Sales and Purchase Agreement differs significantly from a Buy-Sell Agreement in several key aspects under Swiss law. While both deal with transferring ownership, they serve distinct purposes and apply in different scenarios.
- Primary Purpose: A Sales and Purchase Agreement governs a single, immediate transaction between a buyer and seller, while a Buy-Sell Agreement typically regulates future ownership transfers between business partners or shareholders
- Timing of Effect: Sales and Purchase Agreements take effect immediately upon signing, whereas Buy-Sell Agreements remain dormant until triggered by specific events like retirement or death
- Scope of Terms: Sales agreements focus on immediate transfer details, price, and conditions, while Buy-Sell agreements include valuation methods and specific triggering events
- Party Relationships: Sales agreements involve independent parties in a one-time transaction, while Buy-Sell agreements govern ongoing relationships between business partners
Download our whitepaper on the future of AI in Legal
骋别苍颈别鈥檚 Security Promise
Genie is the safest place to draft. Here鈥檚 how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; 骋别苍颈别鈥檚 AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
Our bank-grade security infrastructure undergoes regular external audits
We are ISO27001 certified, so your data is secure
Organizational security
You retain IP ownership of your documents
You have full control over your data and who gets to see it
Innovation in privacy:
Genie partnered with the Computational Privacy Department at Imperial College London
Together, we ran a 拢1 million research project on privacy and anonymity in legal contracts
Want to know more?
Visit our for more details and real-time security updates.
Read our Privacy Policy.