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Business Sales Agreement for Switzerland

Business Sales Agreement Template for Switzerland

A comprehensive legal agreement governed by Swiss law that establishes the terms and conditions for the sale of goods or services between two business entities. This document incorporates key provisions required under the Swiss Code of Obligations while addressing modern business needs. It covers essential elements such as product specifications, pricing, delivery terms, warranties, and liability provisions, ensuring compliance with Swiss commercial law requirements. The agreement is structured to provide clear rights and obligations for both parties while maintaining flexibility for specific business requirements and industry standards.

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Business Sales Agreement

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What is a Business Sales Agreement?

The Business Sales Agreement is a fundamental commercial contract used when one business entity wishes to sell goods or services to another business entity in a professional context. This document is particularly important in the Swiss business environment, where it must comply with the Swiss Code of Obligations and related commercial regulations. It is commonly used for both domestic and international transactions, though international sales may also need to consider the CISG (UN Convention on Contracts for the International Sale of Goods) unless explicitly excluded. The agreement typically includes detailed provisions on product specifications, quality standards, delivery terms, warranties, and liability allocations, making it suitable for various types of business transactions, from one-time sales to ongoing supply relationships. It's designed to provide legal certainty while maintaining commercial flexibility, incorporating Swiss legal requirements for business contracts while addressing practical business needs.

What sections should be included in a Business Sales Agreement?

1. Parties: Identification and details of the contracting parties, including full legal names, registration numbers, and registered 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. Subject Matter of Sale: Detailed description of the goods or business assets being sold

5. Purchase Price: Price, payment terms, and payment schedule

6. Delivery Terms: Timing, method, and location of delivery, including transfer of risk

7. Warranties and Representations: Standard warranties regarding ownership, quality, and condition of goods

8. Liability and Indemnification: Scope of liability and indemnification obligations

9. Term and Termination: Duration of the agreement and termination provisions

10. Confidentiality: Protection of confidential information exchanged during the business relationship

11. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction

12. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

What sections are optional to include in a Business Sales Agreement?

1. Intellectual Property Rights: Required when the sale involves transfer of IP rights or licensing

2. Quality Control: Necessary for ongoing supply relationships or specific quality requirements

3. Export Control: Required for international sales or restricted goods

4. Insurance: Important when significant risks need to be covered during transport or storage

5. Data Protection: Required when personal or sensitive business data is involved

6. Force Majeure: Important for long-term supply relationships or high-value transactions

7. Non-Competition: Relevant when protecting market position or customer relationships

8. Training and Support: Necessary when product requires specific knowledge transfer

9. Audit Rights: Important for quality control or financial verification purposes

What schedules should be included in a Business Sales Agreement?

1. Product Specifications: Detailed technical specifications of goods being sold

2. Pricing Schedule: Detailed breakdown of prices, including any volume discounts or special pricing arrangements

3. Delivery Schedule: Detailed timeline and logistics for delivery of goods

4. Quality Standards: Specific quality requirements and testing procedures

5. Warranty Terms: Detailed warranty conditions and claim procedures

6. Service Level Agreement: Performance metrics and service standards if applicable

7. Compliance Requirements: Specific regulatory or industry standards that must be met

8. Insurance Requirements: Detailed insurance obligations and coverage requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Switzerland

Cost

Free to use
Relevant legal definitions






























Clauses





































Relevant Industries

Manufacturing

Wholesale Trade

Retail

Technology

Industrial Equipment

Consumer Goods

Pharmaceuticals

Automotive

Electronics

Food and Beverage

Chemical Industry

Machinery

Medical Devices

Software and IT

Construction Materials

Relevant Teams

Legal

Sales

Procurement

Commercial

Finance

Operations

Compliance

Risk Management

Supply Chain

Business Development

Contract Administration

Relevant Roles

Chief Executive Officer

Chief Commercial Officer

Sales Director

Procurement Manager

Commercial Manager

Legal Counsel

Contract Manager

Business Development Manager

Supply Chain Manager

Operations Director

Chief Financial Officer

Risk Manager

Compliance Officer

General Counsel

Sales Operations Manager

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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