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Commercial Real Estate Sales Contract Template for Switzerland

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Key Requirements PROMPT example:

Commercial Real Estate Sales Contract

"Need to draft a Commercial Real Estate Sales Contract under Swiss law for the purchase of a multi-tenant office building in Zurich, with special attention to existing lease agreements and VAT election, targeting completion by March 2025."

Document background
The Commercial Real Estate Sales Contract is a fundamental document used in Switzerland for transferring ownership of commercial properties between parties. It must comply with strict Swiss legal requirements, including mandatory notarization in accordance with cantonal laws and registration with the land registry office. The contract covers essential elements required under Articles 216-221 of the Swiss Code of Obligations, including precise property description, purchase price, payment terms, and transfer conditions. It's particularly important for ensuring compliance with Swiss property transfer regulations, including Lex Koller restrictions for foreign buyers, environmental requirements, and VAT considerations. The document serves as the primary instrument for documenting the terms and conditions of the transaction while protecting both parties' interests under Swiss law.
Suggested Sections

1. Parties: Identification of seller and purchaser with full legal details including company registration numbers and addresses

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

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

4. Property Description: Detailed description of the property including land register details, plot numbers, and exact measurements

5. Purchase Price: Specification of purchase price, payment terms, and payment schedule

6. Transfer of Ownership: Conditions and process for transferring ownership, including land registry requirements

7. Representations and Warranties: Seller's warranties regarding property condition, title, and absence of encumbrances

8. Due Diligence: Buyer's investigation rights and seller's obligation to provide documentation

9. Conditions Precedent: Conditions that must be met before completion, including regulatory approvals

10. Completion: Details of the completion process, including timing and required actions

11. Taxes and Costs: Allocation of transfer taxes, notary fees, and other transaction costs

12. Liability and Indemnification: Parties' liabilities and indemnification obligations

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

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

15. Entire Agreement: Integration clause confirming the contract represents the entire agreement

Optional Sections

1. Lex Koller Compliance: Required if buyer is a foreign person or entity subject to Lex Koller restrictions

2. Environmental Provisions: Detailed provisions for properties with known environmental issues or contamination

3. Tenant Provisions: Required if property is sold with existing tenants and lease agreements

4. VAT Election: Required if parties elect to make the transaction subject to VAT

5. Financing Conditions: Required if purchase is contingent on buyer obtaining financing

6. Property Management: Transition provisions for properties with ongoing management contracts

7. Construction/Development Rights: Required for properties with pending construction permits or development potential

8. Easements and Restrictions: Detailed provisions for properties with significant easements or use restrictions

Suggested Schedules

1. Property Plans: Official land registry plans and property measurements

2. Land Register Extract: Current extract from the land register showing ownership and encumbrances

3. Due Diligence Documents: List of all documents provided during due diligence

4. Technical Documentation: Building plans, permits, and technical specifications

5. Environmental Reports: Environmental assessment reports and certificates

6. Existing Contracts: List and copies of relevant existing contracts affecting the property

7. Insurance Certificates: Current property insurance documentation

8. Payment Schedule: Detailed schedule of payment installments and conditions

9. Property Inventory: List of included fixtures, fittings, and equipment

Authors

Alex Denne

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

Relevant legal definitions










































Clauses









































Relevant Industries

Real Estate

Commercial Property Development

Retail

Hospitality

Industrial Manufacturing

Logistics and Warehousing

Office Space Management

Banking and Financial Services

Healthcare Facilities

Education Facilities

Professional Services

Construction and Development

Relevant Teams

Legal

Real Estate

Finance

Compliance

Risk Management

Property Management

Asset Management

Business Development

Operations

Facilities Management

Investment

Corporate Development

Relevant Roles

Real Estate Director

Chief Financial Officer

Property Manager

Legal Counsel

Real Estate Investment Manager

Facilities Manager

Commercial Property Broker

Asset Manager

Development Director

Risk Manager

Compliance Officer

Transaction Manager

Corporate Real Estate Manager

Property Portfolio 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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