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The Preliminary Sale and Purchase Agreement is a crucial document in Swiss real estate transactions, typically used when parties have reached initial agreement on key terms but require time for due diligence, financing arrangements, or regulatory approvals before concluding the final sale. It creates legally binding obligations while allowing flexibility for necessary investigations and approvals. The document is particularly important in Switzerland due to the complex regulatory framework governing property transactions, including federal, cantonal, and municipal requirements. It must comply with the Swiss Code of Obligations, cantonal property laws, and where applicable, the Lex Koller regulations for foreign buyers. The agreement typically includes detailed provisions on property description, purchase price, payment terms, conditions precedent, due diligence requirements, and timelines for completion, while also addressing specific Swiss legal requirements such as notarization prerequisites and land registry procedures.

1. Parties: Identification of the seller and buyer with full legal names, addresses, and registration details if companies

2. Background: Context of the transaction, brief description of the property, and parties' intention to enter into a preliminary agreement

3. Definitions: Key terms used throughout the agreement including Property, Purchase Price, Completion Date, Due Diligence Period

4. Object of Sale: Detailed description of the property including address, land registry details, size, and included fixtures/fittings

5. Purchase Price: Agreed purchase price, payment terms, deposit requirements, and escrow arrangements

6. Conditions Precedent: Conditions that must be fulfilled before the final purchase agreement can be concluded

7. Due Diligence: Buyer's right to conduct property inspections, timeline, and scope of investigations

8. Seller's Warranties: Basic warranties regarding property ownership, absence of encumbrances, and disclosure of material facts

9. Timeline and Deadlines: Key dates including due diligence period, final agreement signing, and completion

10. Costs and Taxes: Allocation of notary fees, taxes, and other transaction costs

11. Termination Rights: Circumstances under which either party may terminate the preliminary agreement

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