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Buy Sell Contract

Buy Sell Contract Template for Switzerland

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Key Requirements PROMPT example:

Buy Sell Contract

"I need a Buy-Sell Contract under Swiss law for the sale of industrial manufacturing equipment worth CHF 2.5 million, with delivery scheduled for March 2025 and including specific warranty provisions for technical components."

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Document background
The Buy-Sell Contract is a fundamental commercial agreement used to formalize the sale and purchase of goods or assets under Swiss law. This document is essential for businesses and individuals engaging in sale transactions where legal certainty and clear documentation of terms are required. The contract is structured to comply with the Swiss Code of Obligations (OR) and can be used for both domestic and international transactions. It typically includes comprehensive details about the subject matter of sale, pricing, payment terms, delivery conditions, warranties, and risk transfer. The document can be customized based on the nature of goods being sold, transaction complexity, and specific requirements of the parties involved. For international transactions, particular attention is paid to Swiss private international law considerations and the potential application or exclusion of the UN Convention on International Sale of Goods (CISG).
Suggested Sections

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

2. Background: Context of the transaction and brief description of the parties' intent to enter into the sale agreement

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

4. Subject Matter of Sale: Detailed description of the goods or property being sold, including quantity, quality, and specifications

5. Purchase Price: The agreed price, currency, and whether it includes VAT or other taxes

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

7. Delivery: Delivery terms, timeline, location, and transfer of risk according to Swiss law

8. Title Transfer: Conditions and timing for the transfer of ownership

9. Representations and Warranties: Standard warranties about the goods and authority to sell

10. Inspection and Acceptance: Process and timeline for inspection and acceptance of goods

11. Limitation of Liability: Scope and limitations of seller's liability under Swiss law

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

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

14. Notices: How formal communications between parties should be made

15. Entire Agreement: Standard clause confirming this document represents the complete agreement between parties

Optional Sections

1. CISG Exclusion: Section explicitly excluding the application of the UN Convention on Contracts for International Sale of Goods (used in international sales)

2. Retention of Title: Additional provisions for cases where title is retained until certain conditions are met

3. Intellectual Property: Required when the sale involves goods with IP components or licensing requirements

4. Confidentiality: Added when sensitive information is exchanged during the transaction

5. Force Majeure: Detailed provisions for unforeseen circumstances preventing performance

6. Insurance: Required when specific insurance arrangements are needed during transit or for high-value goods

7. Export/Import Controls: Necessary for international sales with specific trade compliance requirements

8. Data Protection: Required when personal data is processed as part of the transaction

9. Bank Guarantee: Added when payment security through bank guarantees is required

Suggested Schedules

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

2. Schedule 2 - Pricing Details: Breakdown of pricing, including any variable components or volume discounts

3. Schedule 3 - Delivery Schedule: Detailed delivery timeline and logistics arrangements

4. Schedule 4 - Quality Standards: Specific quality requirements and testing procedures

5. Schedule 5 - Warranty Terms: Detailed warranty terms and claim procedures

6. Appendix A - Documentation Requirements: List of required documentation for the sale (e.g., certificates of origin, quality certificates)

7. Appendix B - Acceptance Testing Procedures: Detailed procedures for testing and accepting the goods

8. Appendix C - Form of Bank Guarantee: Template for bank guarantee if required

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions




































Clauses


































Relevant Industries

Manufacturing

Retail

Wholesale

Technology

Automotive

Consumer Goods

Industrial Equipment

Agriculture

Pharmaceuticals

Real Estate

Energy

Raw Materials

Electronics

Luxury Goods

Food and Beverage

Relevant Teams

Legal

Commercial

Procurement

Sales

Finance

Compliance

Operations

Supply Chain

Risk Management

International Trade

Contract Administration

Relevant Roles

Legal Counsel

Commercial Director

Procurement Manager

Sales Manager

Contract Administrator

Business Development Manager

Supply Chain Manager

Finance Director

Compliance Officer

Operations Manager

Risk Manager

General Counsel

Chief Commercial Officer

Export Manager

Import 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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