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.
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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
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
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
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