Exclusive Buyer Agreement

Exclusive Buyer Agreement Template for Switzerland

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Key Requirements PROMPT example:

"I need an Exclusive Buyer Agreement under Swiss law for a pharmaceutical manufacturing company that will be the sole purchaser of specialized active ingredients from a Swiss supplier, with minimum purchase commitments of 1000kg per quarter starting March 2025."

Document background

The Exclusive Buyer Agreement is a crucial commercial contract used when a buyer seeks to secure exclusive rights to purchase specific products from a seller, typically within a defined territory or scope. This document is particularly relevant in the Swiss business context, where it must comply with both the Swiss Code of Obligations and competition law requirements. It is commonly used in situations where a buyer wants to ensure a guaranteed supply source, maintain product exclusivity in their market, or establish a strategic partnership with a key supplier. The agreement typically includes detailed provisions on minimum purchase commitments, pricing mechanisms, quality standards, and termination rights, while carefully considering Swiss antitrust regulations to ensure the exclusivity provisions are legally enforceable.

Suggested Sections

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

2. Background: Context of the agreement, relationship between parties, and general purpose of the exclusive buying arrangement

3. Definitions: Defined terms used throughout the agreement, including Products, Territory, and Exclusivity Period

4. Scope of Exclusivity: Clear definition of the exclusive purchasing rights and obligations, including territorial limits

5. Term and Duration: Initial term of the agreement and any renewal provisions

6. Purchase Commitments: Minimum purchase obligations, forecasting requirements, and ordering procedures

7. Pricing and Payment Terms: Product pricing mechanism, payment terms, and any price adjustment provisions

8. Delivery and Acceptance: Terms regarding delivery, inspection, and acceptance of products

9. Quality Requirements: Product specifications, quality standards, and compliance requirements

10. Representations and Warranties: Standard representations and specific product warranties

11. Termination: Termination rights, procedures, and consequences

12. Confidentiality: Protection of confidential information exchanged under the agreement

13. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction for dispute resolution

14. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment

Optional Sections

1. Competition Compliance: Specific provisions ensuring compliance with competition laws, required when the exclusivity arrangement might raise antitrust concerns

2. Marketing and Promotion: Include when the buyer has specific obligations to promote or market the products

3. Performance Targets: Include when the agreement includes specific performance or sales targets

4. Export Restrictions: Required when the agreement needs to restrict sales to specific territories or prevent parallel imports

5. Insurance Requirements: Include when specific insurance coverage is required from either party

6. Force Majeure: While common, this can be optional depending on the nature of the business and risk allocation

7. Product Development: Include when future product development or customization is part of the relationship

8. Data Protection: Required when personal data processing is involved in the business relationship

Suggested Schedules

1. Product Schedule: Detailed list of products covered by the agreement, including specifications and prices

2. Territory Definition: Detailed description or map of the exclusive territory

3. Minimum Purchase Requirements: Detailed breakdown of minimum purchase quantities or values by period

4. Quality Specifications: Detailed quality standards and testing procedures

5. Service Level Agreement: Specific performance metrics and service levels for order fulfillment

6. Approved Sub-distributors: If applicable, list of approved sub-distributors or resellers

7. Price List: Detailed pricing information, including any volume discounts or special pricing arrangements

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Manufacturing

Retail

Distribution

Pharmaceuticals

Technology

Automotive

Consumer Goods

Industrial Equipment

Food and Beverage

Luxury Goods

Electronics

Chemical Industry

Medical Devices

Relevant Teams

Legal

Procurement

Supply Chain

Commercial

Operations

Finance

Compliance

Business Development

Strategic Sourcing

Vendor Management

Relevant Roles

Procurement Director

Supply Chain Manager

Commercial Director

Legal Counsel

Chief Operating Officer

Purchasing Manager

Business Development Manager

Contract Manager

Compliance Officer

Strategic Sourcing Manager

Chief Financial Officer

Operations Director

Category Manager

Vendor Relations Manager

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