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Purchase And Sale Agreement Template for Switzerland

A comprehensive legal document governed by Swiss law that formalizes the transfer of ownership of assets, goods, or property from a seller to a buyer. This agreement is structured according to the Swiss Code of Obligations (OR/CO) and outlines the essential elements of the sale, including detailed descriptions of the items being sold, purchase price, payment terms, delivery conditions, warranties, and risk transfer provisions. It incorporates specific Swiss legal requirements while providing flexibility to accommodate various types of transactions, from simple goods to complex asset transfers.

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What is a Purchase And Sale Agreement?

The Purchase And Sale Agreement is a fundamental commercial contract used to document and formalize the transfer of assets, goods, or property from one party to another under Swiss law. This document is essential for both business-to-business and private transactions, providing a legally binding framework that ensures clarity and certainty for all parties involved. It must comply with the Swiss Code of Obligations and, where applicable, cantonal laws, particularly for real estate transactions. The agreement can be adapted for various transaction types, from simple product sales to complex asset transfers, and typically includes detailed provisions on price, payment terms, delivery, warranties, and risk transfer. For international transactions, it can be structured to accommodate cross-border requirements while maintaining compliance with Swiss legal principles.

What sections should be included in a Purchase And Sale Agreement?

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

2. Background: Context of the transaction and brief description of the subject matter of the sale

3. Definitions: Definitions of key terms used throughout the agreement

4. Subject Matter of Sale: Detailed description of the goods or property being sold, including specifications and quantity

5. Purchase Price: The agreed price, currency, and payment terms including VAT treatment

6. Payment Terms: Payment schedule, method of payment, and any conditions precedent to payment

7. Delivery Terms: Timing, location, and method of delivery or transfer of the sale items

8. Transfer of Title and Risk: Specific provisions on when and how ownership and risk transfer to the purchaser

9. Warranties and Representations: Standard warranties regarding ownership, condition, and quality of the sale items

10. Defects and Warranty Claims: Process for claiming defects and warranty breaches under Swiss law

11. Liability and Limitation: Scope and limitations of liability under the agreement

12. Termination: Grounds and process for terminating the agreement

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

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

What sections are optional to include in a Purchase And Sale Agreement?

1. Regulatory Approvals: Required when the sale is subject to regulatory clearance or specific permits

2. International Trade Terms: Include when the sale involves cross-border transactions, specifying Incoterms

3. Intellectual Property Rights: Necessary when the sale includes IP rights or licenses

4. Due Diligence: Include for complex transactions requiring pre-closing investigation

5. Post-Closing Obligations: Required when parties have continuing obligations after closing

6. Non-Competition: Include when seller must be restricted from competing post-sale

7. Confidentiality: Important for transactions involving sensitive information or trade secrets

8. Force Majeure: Include for long-term or complex transactions requiring protection against unforeseen events

9. Insurance: Required when specific insurance coverage must be maintained

10. Environmental Matters: Include for real estate or industrial equipment sales with environmental implications

What schedules should be included in a Purchase And Sale Agreement?

1. Schedule 1 - Description of Sale Items: Detailed technical specifications or property description

2. Schedule 2 - Purchase Price Calculation: Breakdown of price components and calculation method

3. Schedule 3 - Payment Schedule: Detailed payment terms and milestone dates

4. Schedule 4 - Delivery Schedule: Specific delivery dates and logistics details

5. Schedule 5 - Form of Transfer Documents: Templates for any required transfer documentation

6. Schedule 6 - Warranty Terms: Detailed warranty conditions and claim procedures

7. Appendix A - Due Diligence Findings: Summary of any due diligence results and identified issues

8. Appendix B - Regulatory Approvals: Copies or lists of required permits and approvals

9. Appendix C - Existing Encumbrances: List of any existing liens or encumbrances on the sale items

Authors

Alex Denne

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

Jurisdiction

Switzerland

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use

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