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Deferred Purchase Agreement Template for Switzerland

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Key Requirements PROMPT example:

Deferred Purchase Agreement

"I need a Deferred Purchase Agreement under Swiss law for the sale of industrial manufacturing equipment worth CHF 2.5 million to a German corporation, with quarterly payments spread over 18 months starting March 2025, including security interest in the equipment until full payment."

Document background
The Deferred Purchase Agreement is utilized when parties wish to structure an asset purchase with payments spread over time, rather than making a single upfront payment. This document is particularly relevant in commercial transactions under Swiss law where the purchaser requires payment flexibility or where strategic business considerations favor a deferred payment structure. The agreement carefully balances the interests of both parties by providing the seller with adequate security while allowing the purchaser payment flexibility. It includes comprehensive provisions for payment schedules, interest calculations, security arrangements, and risk allocation, all compliant with Swiss legal requirements, particularly the Swiss Code of Obligations. This type of agreement is commonly used in various commercial contexts, from real estate transactions to equipment purchases, and can be adapted to accommodate different types of assets and security arrangements.
Suggested Sections

1. Parties: Identification and details of the seller and purchaser

2. Background: Context of the transaction and purpose of the agreement

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

4. Purchase and Sale Agreement: Core terms of the purchase including asset description and purchase price

5. Payment Terms: Structure of deferred payments, including payment schedule, interest (if applicable), and payment mechanics

6. Conditions Precedent: Conditions that must be satisfied before the agreement becomes effective

7. Title and Risk: Provisions regarding when title passes and how risk is allocated between parties

8. Seller's Representations and Warranties: Statements of fact and guarantees provided by the seller regarding the asset and transaction

9. Purchaser's Representations and Warranties: Statements of fact and guarantees provided by the purchaser regarding their capacity and authority

10. Security Arrangements: Security measures to guarantee the deferred payments

11. Default and Remedies: Consequences of default and available remedies for both parties

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

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

14. General Provisions: Standard contractual provisions including notices, amendments, and severability

Optional Sections

1. Asset Maintenance and Access: Required when the asset remains in seller's possession during the deferral period

2. Insurance Requirements: Needed when specific insurance coverage is required for the asset during the deferral period

3. Third Party Rights: Required when there are existing or potential third party interests in the asset

4. Tax Provisions: Detailed tax treatment when the transaction has significant tax implications

5. Regulatory Compliance: Required when the transaction is subject to specific regulatory requirements

6. Force Majeure: Optional provisions for unforeseen circumstances affecting performance

7. Assignment and Transfer: Required when parties want to specifically address transfer rights

8. Confidentiality: Required when transaction involves sensitive commercial information

Suggested Schedules

1. Asset Description Schedule: Detailed description and specifications of the asset being purchased

2. Payment Schedule: Detailed breakdown of payment amounts, dates, and calculation methodology

3. Security Documentation: Forms and details of security arrangements

4. Condition Report: Current condition of the asset (if applicable)

5. Required Authorizations: List of required permits, consents, or authorizations

6. Form of Transfer Documentation: Template documents for final transfer of title

7. Completion Checklist: List of actions and documents required for completion

8. Contact Details: Contact information for key personnel and authorized representatives

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

Manufacturing

Real Estate

Technology

Industrial Equipment

Automotive

Energy

Infrastructure

Agriculture

Healthcare

Financial Services

Mining

Construction

Transportation

Telecommunications

Relevant Teams

Legal

Finance

Treasury

Risk Management

Procurement

Commercial

Business Development

Operations

Compliance

Corporate Secretariat

Investment

Asset Management

Relevant Roles

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Finance Director

Treasury Manager

Risk Manager

Commercial Director

Procurement Manager

Business Development Manager

Contract Manager

Asset Manager

Investment Director

Corporate Secretary

Financial Controller

Operations Director

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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