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Buy Sell Agreement for Switzerland

Buy Sell Agreement Template for Switzerland

A comprehensive legal agreement governed by Swiss law that documents the terms and conditions of a sale transaction between a seller and buyer. This document outlines the essential elements of the sale including the purchase price, payment terms, delivery conditions, warranties, and transfer of title. Subject to the Swiss Code of Obligations, it incorporates specific Swiss legal requirements while providing flexibility to accommodate international business practices. The agreement includes provisions for risk allocation, conditions precedent, and dispute resolution mechanisms under Swiss jurisdiction.

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What is a Buy Sell Agreement?

The Buy-Sell Agreement is a fundamental commercial contract used to formalize the sale and purchase of assets, goods, or rights under Swiss law. This document is essential when parties wish to create a legally binding arrangement that clearly defines their rights and obligations in a sale transaction. The agreement is particularly relevant in Switzerland's sophisticated business environment, where it must comply with the Swiss Code of Obligations while potentially accommodating international commercial practices. The document typically includes detailed provisions on purchase price, payment mechanisms, delivery terms, warranties, and risk allocation, making it suitable for both straightforward and complex transactions. The Buy-Sell Agreement's structure allows for customization based on the specific needs of the transaction while maintaining the legal certainty required under Swiss law.

What sections should be included in a Buy Sell Agreement?

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

2. Background: Context of the transaction and brief description of the subject matter being sold

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

4. Sale and Purchase: Core provision establishing the seller's obligation to sell and buyer's obligation to purchase

5. Purchase Price: Specification of the purchase price, currency, and any price adjustment mechanisms

6. Payment Terms: Payment schedule, method of payment, and any conditions for payment

7. Delivery: Delivery terms, timing, and location of delivery

8. Transfer of Title and Risk: Provisions regarding when and how title and risk transfer to the buyer

9. Seller's Warranties: Warranties regarding the seller's authority to sell and condition of the goods

10. Buyer's Warranties: Warranties regarding the buyer's authority and ability to complete the purchase

11. Conditions Precedent: Any conditions that must be satisfied before the agreement becomes effective

12. Termination: Circumstances under which the agreement can be terminated and consequences

13. Governing Law and Jurisdiction: Confirmation of Swiss law as governing law and jurisdiction for disputes

14. Notices: Process and addresses for formal communications between parties

15. Execution: Signature blocks and execution formalities

What sections are optional to include in a Buy Sell Agreement?

1. Intellectual Property Rights: Required when the sale includes IP assets, detailing the transfer of such rights

2. Confidentiality: Added when sensitive information will be exchanged during the transaction

3. Non-Competition: Include when restricting seller's future competitive activities

4. Due Diligence: Needed for complex transactions requiring pre-completion investigation

5. Tax Provisions: Required when specific tax arrangements or allocations need to be addressed

6. Insurance: Include when specific insurance requirements need to be maintained

7. Force Majeure: Added when parties want specific provisions for unforeseen circumstances

8. Assignment: Include when transfer rights need to be specifically addressed

9. Earn-out Provisions: Required when part of the purchase price is contingent on future performance

What schedules should be included in a Buy Sell Agreement?

1. Asset Schedule: Detailed list and description of assets being sold

2. Price Calculation: Detailed methodology for calculating the purchase price, including any adjustments

3. Due Diligence Findings: Summary of due diligence results and any identified issues

4. Required Consents: List of third-party consents required for the transaction

5. Encumbrances: List of any existing encumbrances on the assets

6. Completion Checklist: List of actions required for completion of the transaction

7. Form of Transfer Documents: Templates of any additional transfer documents required

8. Technical Specifications: Detailed technical specifications of assets being sold

Authors

Alex Denne

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

Jurisdiction

Switzerland

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions





































Clauses



































Relevant Industries

Manufacturing

Technology

Retail

Real Estate

Financial Services

Professional Services

Healthcare

Industrial

Consumer Goods

Energy

Automotive

Agriculture

Pharmaceuticals

Construction

Telecommunications

Relevant Teams

Legal

Finance

Procurement

Sales

Business Development

Compliance

Risk Management

Operations

Corporate Development

Commercial

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Commercial Director

Procurement Manager

Sales Director

Business Development Manager

Contract Manager

Corporate Lawyer

Mergers & Acquisitions Manager

Risk Manager

Compliance Officer

Operations Director

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

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