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Exclusive Importation And Sales Agreement Template for Switzerland

A comprehensive legal agreement governed by Swiss law that establishes an exclusive relationship between a foreign manufacturer/supplier and a Swiss importer/distributor. The agreement grants exclusive rights to import and distribute specified products within Switzerland or defined territories, setting out detailed terms for supply, minimum purchase requirements, quality standards, and compliance with Swiss import regulations. It includes provisions for marketing obligations, intellectual property usage, performance targets, and termination conditions, all structured within the framework of Swiss commercial law and international trade regulations.

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What is a Exclusive Importation And Sales Agreement?

The Exclusive Importation And Sales Agreement is a critical document used when a foreign manufacturer/supplier wishes to establish a dedicated import and distribution channel in Switzerland or specified territories through a single partner. This agreement is particularly important in the Swiss market, where careful attention must be paid to competition law, technical trade barriers, and specific commercial agency provisions under Swiss law. The document comprehensively covers all aspects of the exclusive relationship, including territorial rights, performance obligations, regulatory compliance, and quality control measures. It is typically used when parties seek a long-term, stable distribution relationship with significant investment and commitment from both sides, requiring careful consideration of Swiss commercial law, import regulations, and international trade requirements.

What sections should be included in a Exclusive Importation And Sales Agreement?

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

2. Background: Context of the agreement, including brief description of the parties' businesses and their intentions

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

4. Grant of Rights: Express grant of exclusive import and distribution rights, including territorial scope and any restrictions

5. Term and Renewal: Duration of the agreement and conditions for renewal

6. Supply Terms: Conditions for ordering, delivery, pricing, and payment terms

7. Minimum Purchase Requirements: Specified minimum purchase quantities or values that the importer must meet

8. Marketing and Promotion: Obligations regarding marketing, advertising, and promotion of the products

9. Compliance and Permits: Requirements for import licenses, regulatory compliance, and necessary permits

10. Quality Control: Quality standards, inspection rights, and product compliance requirements

11. Intellectual Property Rights: Usage rights of trademarks, patents, and other IP in the territory

12. Confidentiality: Protection of confidential information exchanged between parties

13. Termination: Grounds for termination, notice requirements, and consequences

14. Post-Termination Obligations: Obligations surviving termination and wind-down provisions

15. Governing Law and Jurisdiction: Application of Swiss law and jurisdiction for dispute resolution

What sections are optional to include in a Exclusive Importation And Sales Agreement?

1. Sub-distributors: Include when the importer is permitted to appoint sub-distributors in the territory

2. E-commerce Rights: Include when online sales are permitted, specifying channels and restrictions

3. After-Sales Service: Include when the importer must provide warranty services or maintain service centers

4. Non-Competition: Include when parties agree to non-compete obligations during and after the agreement

5. Performance Targets: Include when specific sales targets beyond minimum purchase requirements are needed

6. Training Requirements: Include when supplier must provide product or technical training

7. Insurance: Include when specific insurance coverage is required

8. Force Majeure: Include when specific force majeure provisions beyond standard Swiss law are needed

9. Bank Guarantee: Include when financial security for performance is required

What schedules should be included in a Exclusive Importation And Sales Agreement?

1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications and prices

2. Schedule 2 - Territory: Detailed definition of the territorial scope, including any excluded areas

3. Schedule 3 - Minimum Purchase Requirements: Detailed breakdown of minimum purchase obligations by period and product category

4. Schedule 4 - Technical Specifications: Detailed technical requirements and standards for the products

5. Schedule 5 - Trademark Usage Guidelines: Guidelines for use of supplier's trademarks and branding

6. Schedule 6 - Service Level Requirements: Performance metrics and service level requirements

7. Appendix A - Import Documentation: List of required import permits and documentation

8. Appendix B - Reporting Templates: Standard forms for regular reporting 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

Jurisdiction

Switzerland

Cost

Free to use

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