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Private Sales Agreement Template for Switzerland

A Private Sales Agreement under Swiss law is a legally binding document that formalizes the transfer of ownership of goods or assets between private parties. Governed by the Swiss Code of Obligations (OR), particularly Articles 184-236, this agreement details the terms and conditions of the sale, including the description of goods, purchase price, delivery terms, warranties, and transfer of ownership. The document ensures compliance with Swiss legal requirements while protecting both buyer's and seller's interests through clear specification of rights, obligations, and remedies in case of breach.

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What is a Private Sales Agreement?

The Private Sales Agreement is a fundamental legal document used in Switzerland for documenting the sale of goods or assets between private parties. This document is essential when conducting private sales transactions that require formal documentation of terms and conditions. It incorporates requirements from the Swiss Code of Obligations and other relevant Swiss legislation, making it suitable for both business-to-business and business-to-consumer transactions within Switzerland. The agreement typically includes detailed specifications of the sale object, pricing, delivery terms, warranties, and risk transfer provisions. It's particularly important for high-value transactions or when clear documentation of the sale terms is needed for future reference or legal certainty.

What sections should be included in a Private Sales Agreement?

1. Parties: Identification and details of the seller and buyer, including full legal names, addresses, and any registration numbers

2. Background: Context of the sale and brief description of the transaction

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

4. Object of Sale: Detailed description of the item(s) being sold, including condition and specifications

5. Purchase Price: The agreed price, currency, and payment terms

6. Transfer of Ownership: Terms regarding when and how ownership transfers from seller to buyer

7. Delivery: Delivery terms, timing, location, and responsibilities

8. Warranties and Representations: Warranties provided by the seller regarding the item's condition and ownership

9. Inspection and Acceptance: Terms for inspecting the goods and accepting or rejecting delivery

10. Risk Transfer: When risk of loss or damage transfers from seller to buyer

11. Default and Remedies: Consequences of breach and available remedies

12. Governing Law: Confirmation of Swiss law application and jurisdiction

13. Signatures: Execution block for parties' signatures

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

1. Intellectual Property: Required when the sale involves items with associated intellectual property rights

2. Export Control: Necessary for items subject to export restrictions or international trade

3. Installation: Include when seller is responsible for installing the sold item

4. Training: Required when seller must provide training on use of the sold item

5. Maintenance and Support: Include for sales of items requiring ongoing maintenance or support

6. Insurance: Necessary for high-value items or when specific insurance requirements exist

7. Confidentiality: Include when transaction involves sensitive information

8. Force Majeure: Optional clause for handling unforeseen circumstances

9. Assignment: Include when transfer rights need to be restricted or permitted

What schedules should be included in a Private Sales Agreement?

1. Schedule 1 - Item Specification: Detailed technical specifications of the item(s) being sold

2. Schedule 2 - Condition Report: Detailed description of the item's condition at time of sale

3. Schedule 3 - Payment Schedule: If payment is in installments, detailed payment timeline

4. Schedule 4 - Delivery Schedule: For multiple items or complex delivery arrangements

5. Appendix A - Photographs: Visual documentation of the item(s) being sold

6. Appendix B - Maintenance Manual: If applicable, documentation for item maintenance

7. Appendix C - Warranty Certificate: Detailed warranty terms and conditions

8. Appendix D - Compliance Certificates: Any required regulatory or safety certificates

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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