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This Sale of Goods Agreement template is designed for use in commercial transactions governed by Swiss law, whether domestic or international in nature. It is particularly suitable for businesses engaged in the sale and purchase of physical goods, ranging from raw materials to finished products. The agreement incorporates requirements from the Swiss Code of Obligations and, for international transactions, the UN Convention on Contracts for the International Sale of Goods (CISG), unless explicitly excluded. It is structured to address key commercial terms including pricing, delivery, quality standards, and risk allocation, while providing flexibility to accommodate specific business needs through optional clauses and schedules. The document is essential for establishing clear legal and commercial terms between parties, managing risk, and ensuring compliance with Swiss legal requirements.

1. Parties: Identification of seller and buyer with full legal names, registration numbers, and addresses

2. Background: Context of the sale, relationship between parties, and general purpose of the agreement

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

4. Sale and Purchase: Core obligation for seller to sell and buyer to purchase the goods

5. Price and Payment: Purchase price, payment terms, method of payment, and invoicing requirements

6. Delivery: Delivery terms, location, timing, and Incoterms if applicable

7. Title and Risk: Transfer of ownership and risk in the goods

8. Quality and Description: Specifications, quality standards, and compliance requirements for the goods

9. Warranties: Seller's warranties regarding the goods, quality, and fitness for purpose

10. Inspection and Acceptance: Buyer's rights to inspect goods and acceptance procedures

11. Limitation of Liability: Limitations on parties' liability in accordance with Swiss law

12. Term and Termination: Duration of agreement and termination rights

13. Force Majeure: Events excusing performance and consequences

14. Confidentiality: Protection of confidential information exchanged

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

16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability