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The Vendor Loan Agreement is utilized in commercial transactions where the seller (vendor) provides financing to facilitate the purchase of their goods or services. This arrangement is particularly common in large equipment sales, business acquisitions, or real estate transactions where traditional bank financing may not be optimal or available. The agreement, governed by Swiss law, must comply with the Swiss Code of Obligations and related commercial regulations. A Vendor Loan Agreement typically includes detailed terms regarding the loan amount, interest calculations, repayment schedule, security arrangements, and default provisions. The document should address both the financing aspects and their relationship to the underlying purchase transaction, ensuring clear links between the purchase obligation and the loan facility.

1. Parties: Identification of the Vendor-Lender and the Purchaser-Borrower with full legal details

2. Background: Context of the vendor loan arrangement, including reference to the main purchase transaction

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

4. Loan Amount and Purpose: Specification of the loan amount and its intended use in connection with the purchase

5. Interest: Interest rate, calculation method, and payment terms

6. Repayment Terms: Schedule and method of loan repayment, including any installment arrangements

7. Security: Details of security or collateral securing the loan

8. Representations and Warranties: Standard representations and warranties from both parties

9. Covenants: Ongoing obligations of the borrower during the loan term

10. Events of Default: Circumstances constituting default and consequences

11. Remedies: Rights and remedies available to the lender upon default

12. Notices: Process and requirements for formal communications between parties

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

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