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Master Sale And Purchase Agreement for Switzerland

Master Sale And Purchase Agreement Template for Switzerland

A comprehensive framework agreement governed by Swiss law that establishes the terms and conditions for ongoing sale and purchase transactions between parties. This agreement serves as the primary contract governing multiple future purchase orders, setting out key commercial terms including pricing mechanisms, delivery conditions, quality requirements, and risk allocation. It incorporates specific Swiss legal requirements under the Code of Obligations while providing flexibility for international trade, particularly considering Switzerland's position as a major global trading hub.

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What is a Master Sale And Purchase Agreement?

The Master Sale and Purchase Agreement is typically used in commercial relationships where parties anticipate multiple transactions over time and need a robust framework to govern their ongoing business relationship. This document is particularly suited for Swiss-based companies or international businesses choosing Swiss law for its stability and well-developed commercial jurisprudence. It establishes core terms including ordering processes, quality standards, warranties, and risk allocation, while allowing flexibility through purchase orders for specific transactions. The agreement incorporates requirements under Swiss law, particularly the Code of Obligations, while often considering international trade conventions like the CISG. It's especially valuable for businesses requiring a sophisticated legal framework that can accommodate both domestic and cross-border transactions.

What sections should be included in a Master Sale And Purchase Agreement?

1. Parties: Identification and details of the contracting parties

2. Background: Context of the agreement and commercial relationship between the parties

3. Definitions: Key terms used throughout the agreement

4. Scope of Agreement: Framework terms governing the overall relationship and future purchase orders

5. Ordering Process: Procedures for submitting and accepting purchase orders

6. Prices and Payment Terms: Pricing mechanism, payment terms, invoicing requirements

7. Delivery and Risk: Delivery terms, transfer of risk, Incoterms

8. Quality and Inspection: Quality standards, inspection rights, acceptance procedures

9. Warranties: Product warranties and quality guarantees

10. Liability and Indemnification: Limitation of liability, indemnification obligations

11. Term and Termination: Duration of agreement, termination rights and procedures

12. Confidentiality: Protection of confidential information

13. Force Majeure: Events excusing performance

14. Governing Law and Jurisdiction: Choice of Swiss law and jurisdiction

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

What sections are optional to include in a Master Sale And Purchase Agreement?

1. Minimum Purchase Commitments: Used when buyer commits to minimum purchase volumes

2. Exclusivity: Include when parties agree to exclusive dealing arrangements

3. Intellectual Property Rights: Required when IP licenses or technology transfer is involved

4. Data Protection: Include when personal data processing is part of the relationship

5. Export Control: Necessary for international sales of regulated goods

6. Environmental Compliance: Include for products with environmental implications

7. Supply Chain Security: Important for international trade and regulated industries

8. Change Control: Used when formal process for changes is needed

9. Service Levels: Include when specific performance metrics are required

What schedules should be included in a Master Sale And Purchase Agreement?

1. Products and Pricing Schedule: List of products and pricing structure

2. Technical Specifications: Detailed product specifications and requirements

3. Quality Requirements: Specific quality standards and testing procedures

4. Service Levels: Performance metrics and measurement criteria

5. Form of Purchase Order: Standard template for purchase orders

6. Key Contacts: List of key personnel and communication protocols

7. Affiliated Companies: List of affiliates authorized to use the agreement

8. Special Terms for Specific Territories: Territory-specific requirements or modifications

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
































Clauses


































Relevant Industries

Manufacturing

Industrial Equipment

Consumer Goods

Technology

Chemicals

Pharmaceuticals

Automotive

Electronics

Food and Beverage

Raw Materials

Energy

Medical Devices

Telecommunications

Relevant Teams

Legal

Procurement

Sales

Commercial

Supply Chain

Operations

Finance

Quality Assurance

Risk Management

Compliance

Relevant Roles

Chief Procurement Officer

Purchasing Manager

Supply Chain Director

Commercial Director

Legal Counsel

Contract Manager

Chief Legal Officer

Sales Director

Business Development Manager

Operations Manager

Quality Assurance Manager

Finance Director

Risk 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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