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Exclusive Sales Contract for Switzerland

Exclusive Sales Contract Template for Switzerland

This document establishes an exclusive sales relationship between a supplier/manufacturer and a distributor under Swiss law. It comprehensively outlines the terms and conditions of the exclusive distribution arrangement, including territorial rights, minimum purchase requirements, performance obligations, and intellectual property usage. The agreement incorporates specific provisions required under Swiss contract law, particularly the Swiss Code of Obligations, while addressing competition law considerations and commercial agency aspects. It provides a robust framework for managing the exclusive commercial relationship, including detailed terms for termination, compliance, and dispute resolution.

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What is a Exclusive Sales Contract?

The Exclusive Sales Contract is a critical legal instrument used to establish and govern exclusive distribution relationships in Switzerland. This document is particularly important when a manufacturer or supplier wants to grant exclusive rights to a distributor to sell their products within a defined territory. The agreement, governed by Swiss law, particularly the Swiss Code of Obligations, provides comprehensive coverage of essential commercial terms, including exclusivity provisions, territorial restrictions, minimum purchase requirements, and performance obligations. It's commonly used in situations where businesses seek to establish strong, controlled distribution channels while ensuring compliance with Swiss competition laws and commercial regulations. The document typically includes detailed provisions for protecting intellectual property rights, maintaining quality standards, and managing the ongoing business relationship.

What sections should be included in a Exclusive Sales Contract?

1. Parties: Identification and details of the supplier/manufacturer and the exclusive distributor

2. Background: Context of the agreement, including brief description of the business relationship and parties' objectives

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

4. Appointment and Scope: Explicit statement of exclusive appointment, definition of territory and products covered

5. Term and Termination: Duration of the agreement, renewal provisions, and termination rights

6. Supplier's Obligations: Key obligations including supply of products, maintaining quality, providing support

7. Distributor's Obligations: Core obligations including minimum purchase requirements, marketing efforts, and territory development

8. Pricing and Payment Terms: Product pricing structure, payment terms, and price adjustment mechanisms

9. Intellectual Property Rights: Usage rights for trademarks, brands, and other IP during the agreement

10. Confidentiality: Protection of confidential information exchanged during the relationship

11. Non-Competition: Restrictions on competing activities during and after the agreement

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

What sections are optional to include in a Exclusive Sales Contract?

1. Performance Targets: Specific sales targets and performance metrics, used when parties want to include measurable objectives

2. Marketing and Promotion: Detailed marketing obligations and cost-sharing arrangements, relevant for high-value products requiring significant marketing

3. Training and Support: Requirements for product training and technical support, important for complex products

4. Insurance: Specific insurance requirements, particularly relevant for high-value or regulated products

5. Data Protection: Provisions for handling personal data, necessary if customer data sharing is involved

6. Force Majeure: Provisions for handling unforeseen circumstances, particularly relevant in international contracts

7. Post-Termination Obligations: Detailed provisions for managing the relationship after termination, important for long-term partnerships

What schedules should be included in a Exclusive Sales Contract?

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: Schedule of minimum purchase quantities or values by period

4. Performance Metrics: Detailed performance criteria and measurement methods

5. Technical Requirements: Technical specifications and quality standards for product handling

6. Trademark Usage Guidelines: Specific rules and guidelines for using the supplier's trademarks

7. After-Sales Service Requirements: Detailed requirements for warranty and after-sales service provision

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

Cost

Free to use
Relevant legal definitions






































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Relevant Industries

Manufacturing

Retail

Consumer Goods

Industrial Equipment

Technology

Automotive

Pharmaceuticals

Electronics

Luxury Goods

Medical Devices

Chemical Products

Food and Beverage

Relevant Teams

Legal

Sales

Commercial

Business Development

Supply Chain

Operations

Procurement

Compliance

Finance

Distribution

Relevant Roles

Chief Executive Officer

Commercial Director

Sales Director

Business Development Manager

Legal Counsel

Contract Manager

Supply Chain Manager

Distribution Manager

Operations Director

Chief Commercial Officer

Regional Sales Manager

Procurement Manager

Compliance Officer

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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