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The Vendor Finance Agreement is a critical document used when a vendor wishes to provide direct financing to purchasers for acquiring goods or services, particularly in high-value transactions. Under Swiss law, this agreement combines elements of sales and financing arrangements, requiring careful consideration of both the Swiss Code of Obligations and financial regulations. The document typically includes detailed provisions for credit terms, security arrangements, risk allocation, and compliance requirements. It is particularly relevant in scenarios involving capital equipment, industrial machinery, or large-scale installations where traditional bank financing might not be the preferred option. The agreement must carefully balance commercial flexibility with regulatory compliance, incorporating specific Swiss law requirements regarding financial services, security interests, and debt enforcement.

1. Parties: Identification and details of the vendor (finance provider) and the purchaser (borrower)

2. Background: Context of the agreement, including the underlying commercial relationship and purpose of the financing

3. Definitions and Interpretation: Definitions of key terms and rules of interpretation for the agreement

4. Facility and Purpose: Details of the financing facility, including amount, purpose, and any restrictions on use

5. Conditions Precedent: Conditions that must be satisfied before the financing becomes available

6. Drawdown and Utilization: Procedures and requirements for accessing the financing

7. Interest and Fees: Interest rate calculations, payment dates, and any additional fees or charges

8. Repayment Terms: Schedule and methods of repayment, including any early repayment provisions

9. Security: Details of any security or collateral arrangements securing the financing

10. Representations and Warranties: Statements of fact and assurances given by the parties

11. Covenants: Ongoing obligations of the parties during the term of the agreement

12. Events of Default: Circumstances constituting default and consequences thereof

13. Termination: Circumstances and procedures for ending the agreement

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

15. Notices: Communication procedures between parties

16. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments