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Preliminary Sale Contract Template for Switzerland

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Key Requirements PROMPT example:

Preliminary Sale Contract

"I need a Preliminary Sale Contract for the purchase of a commercial property in Zurich, with completion scheduled for March 2025, including conditions for obtaining necessary permits and financing arrangements."

Document background
The Preliminary Sale Contract serves as a crucial intermediate step in significant sale transactions under Swiss law, providing parties with legal certainty while allowing time for necessary preparations before the final sale. This document is particularly valuable in complex transactions where due diligence, financing arrangements, or regulatory approvals are required before completing the final sale. It typically includes detailed provisions regarding the object of sale, purchase price, timeline, conditions precedent, and consequences of non-performance. Used across various sectors, from real estate to corporate assets, the Preliminary Sale Contract must comply with specific requirements of Swiss law, including any applicable form requirements (such as notarization for real estate). The document creates binding obligations while maintaining flexibility for parties to address contingencies and establish clear parameters for the future definitive agreement.
Suggested Sections

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

2. Background: Context of the transaction and purpose of the preliminary contract

3. Definitions: Key terms used throughout the agreement

4. Object of Sale: Detailed description of the item or property to be sold in the future definitive agreement

5. Purchase Price: Agreed purchase price and payment terms for the future sale

6. Timeline: Deadline for concluding the final sale contract and any intermediate milestones

7. Conditions Precedent: Conditions that must be fulfilled before the obligation to enter into the final sale contract becomes binding

8. Deposit: Amount, payment terms, and conditions for any deposit or earnest money

9. Representations and Warranties: Basic representations by both parties regarding their capacity to contract and authority

10. Termination: Circumstances under which the preliminary contract may be terminated and consequences

11. Governing Law and Jurisdiction: Confirmation of Swiss law as governing law and jurisdiction for disputes

12. Signatures: Execution blocks for all parties

Optional Sections

1. Due Diligence: Terms regarding the buyer's right to conduct due diligence, applicable when the sale involves complex assets or real estate

2. Exclusivity: Seller's commitment not to negotiate with other potential buyers, useful in competitive market situations

3. Confidentiality: Provisions for maintaining confidentiality of negotiations and information, important for sensitive commercial transactions

4. Break Fee: Penalties for failing to proceed with the final sale, relevant in high-value transactions

5. Financing Conditions: Conditions related to the buyer's ability to secure financing, relevant when purchase depends on external funding

6. Assignment: Rights and restrictions regarding transfer of rights under the preliminary contract, important for corporate transactions

7. Force Majeure: Provisions for unforeseen circumstances preventing contract completion, relevant in long-term preliminary contracts

Suggested Schedules

1. Property Description: Detailed technical description of the property or asset, including plans, measurements, and specifications

2. Due Diligence Requirements: List of documents and information to be provided for due diligence

3. Payment Schedule: Detailed breakdown of payment terms and installments

4. Required Authorizations: List of permits, consents, or authorizations needed for the final sale

5. Encumbrances: List of existing encumbrances, easements, or restrictions on the property

6. Form of Final Sale Agreement: Draft or key terms of the final sale agreement to be concluded

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions



























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Relevant Industries

Real Estate

Manufacturing

Technology

Retail

Agriculture

Industrial

Financial Services

Energy

Healthcare

Hospitality

Construction

Automotive

Relevant Teams

Legal

Finance

Commercial

Business Development

Procurement

Compliance

Risk Management

Real Estate

Corporate Development

Investment

Operations

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Counsel

Corporate Lawyer

Business Development Manager

Real Estate Manager

Procurement Manager

Contract Manager

Commercial Director

Property Manager

Acquisition Manager

Investment Manager

Transaction Manager

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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