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Master Sales Agreement for Switzerland

Master Sales Agreement Template for Switzerland

A Master Sales Agreement governed by Swiss law establishes the fundamental terms and conditions for ongoing sales transactions between parties. This comprehensive framework agreement, compliant with the Swiss Code of Obligations, sets out the basic commercial relationship while allowing for specific details to be determined in individual purchase orders. It covers essential elements including ordering processes, delivery terms, pricing mechanisms, quality standards, warranties, and risk allocation. The agreement incorporates Swiss legal requirements while providing flexibility for international trade relationships, making it particularly suitable for businesses operating from or within Switzerland's sophisticated commercial environment.

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What is a Master Sales Agreement?

The Master Sales Agreement serves as the primary contractual framework for recurring sales transactions between commercial parties. It is particularly useful when parties anticipate an ongoing business relationship involving multiple transactions over time. This agreement, governed by Swiss law and compliant with the Swiss Code of Obligations, establishes the fundamental terms and conditions that will govern all future sales, while allowing flexibility for specific details to be determined in individual purchase orders. It typically includes provisions for ordering procedures, delivery terms, pricing mechanisms, quality requirements, warranties, and risk allocation. The document is designed to streamline future transactions while providing legal certainty and reducing transaction costs. It is especially valuable for businesses operating in or from Switzerland, taking advantage of the country's stable and sophisticated legal framework for international commerce.

What sections should be included in a Master Sales Agreement?

1. Parties: Identification and details of the contracting parties, including full legal names, registration numbers, and addresses

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

3. Definitions: Defined terms used throughout the agreement

4. Scope of Agreement: Overview of the master agreement's coverage and its relationship to individual sales orders

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

6. Delivery Terms: Terms and conditions for product delivery, including Incoterms where applicable

7. Prices and Payment: Pricing structure, payment terms, invoicing procedures, and currency provisions

8. Quality and Specifications: Product quality requirements and specifications

9. Warranties: Product warranties and quality guarantees

10. Liability and Indemnification: Allocation of risks and responsibilities between parties

11. Term and Termination: Duration of the agreement and termination provisions

12. Confidentiality: Protection of confidential information exchanged between parties

13. Force Majeure: Provisions for unforeseen circumstances preventing performance

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

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

What sections are optional to include in a Master Sales Agreement?

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

2. Exclusive Supply Arrangements: Include when parties agree to exclusive supply or purchase obligations

3. Marketing and Branding: Required when agreement includes provisions about product marketing or brand usage

4. Insurance Requirements: Detailed insurance obligations when specific coverage is required

5. Intellectual Property Rights: Include when IP licensing or protection is relevant to the sales relationship

6. Export Control Compliance: Required for international sales involving regulated products

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

8. Service Level Requirements: Used when specific performance metrics apply to delivery or support

9. Environmental Compliance: Include when environmental standards or certifications are required

What schedules should be included in a Master Sales Agreement?

1. Schedule 1 - Product Specifications: Detailed technical specifications of products covered by the agreement

2. Schedule 2 - Price List: Current pricing for all products, including any volume-based discounts

3. Schedule 3 - Service Levels: Detailed service level requirements and measurements

4. Schedule 4 - Quality Standards: Specific quality requirements and testing procedures

5. Schedule 5 - Order Form Template: Standard form for submitting purchase orders

6. Schedule 6 - Delivery Locations: List of approved delivery locations and specific requirements

7. Appendix A - Technical Requirements: Detailed technical requirements for products or services

8. Appendix B - Compliance Requirements: Specific regulatory or compliance requirements applicable to the products

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

Technology and Software

Consumer Goods

Industrial Equipment

Pharmaceuticals

Chemical Industry

Food and Beverage

Automotive

Electronics

Machinery and Equipment

Luxury Goods

Medical Devices

Raw Materials and Commodities

Textiles

Relevant Teams

Legal

Sales

Procurement

Finance

Commercial Operations

Supply Chain

Compliance

Risk Management

Business Development

Contract Administration

Relevant Roles

Chief Commercial Officer

Head of Sales

Procurement Director

Legal Counsel

Contract Manager

Supply Chain Manager

Commercial Director

Chief Financial Officer

Sales Operations Manager

Purchasing Manager

Business Development Director

Account Executive

Compliance Officer

Risk 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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