Sample Agreement Under Swiss Law - Canton of Zurich Switzerland

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Sample Agreement under Swiss Law
Do not use this template without obtaining professional advice!
Dr. Paul Peyrot, Peyrot & Schlegel Law Offices
Beethovenstrasse 47, 8002 Zurich, Switzerland
www.peyrot-schlegel.ch;
paul.peyrot@peyrot-schlegel.ch
TEL +41 43 500 55 70 ; FAX +41 43 500 55 72
Sales Agency Agreement
dated
[FinalDate]
between
•,
residing at:
hereinafter: "•"
•,
residing at:
Hereinafter: “•”
and
Of
hereinafter: "Company"
all together hereinafter: “Parties”
concerning
Agreement
Sample Agreement under Swiss Law
Do not use this template without obtaining professional advice!
Dr. Paul Peyrot, Peyrot & Schlegel Law Offices
Beethovenstrasse 47, 8002 Zurich, Switzerland
www.peyrot-schlegel.ch;
paul.peyrot@peyrot-schlegel.ch
TEL +41 43 500 55 70 ; FAX +41 43 500 55 72
Sales Agency Agreement
dated
[FinalDate]
between
•,
residing at:
hereinafter: "•"
•,
residing at:
Hereinafter: “•”
and
Of
hereinafter: "Company"
all together hereinafter: “Parties”
concerning
Agreement
Agreement dated [FinalDate]
Draft   Peyrot & Schlegel
2/6
Recitals
A)
B)
C)
The parties agree as follows:
Agreement dated [FinalDate]
Draft   Peyrot & Schlegel
3/6
1
Purpose of Agreement
1.1
The ….. (hereinafter referred to as the “Principal”) hereby assigns to ….. (herein-
after referred to as the “Sales Agent”) the exclusive agency for the district de-
scribed in Annex 1.1 hereto for the following products …..
1.2
The Principal reserves his right to initiate or have initiated through his staff his
own activities within the defined territory.
2
Duties of the Sales Agent
2.1
The Sales Agent shall have the responsibility to act as an agent on behalf of the
Principal with regard to sales transactions with interested parties resident in his
area.
2.2
He shall safeguard the interests of the Principal with the care of a reasonable
trader. In particular, he shall visit the customers and interested parties of his
territory on a regular basis. He shall provide the Principal with regular reports on
his activities and shall immediately forward to him copies of material business
letters. If he shall become aware of any demand for products listed in 1.1 above
outside his territory, he shall immediately notify the Principal thereof; this shall
not give rise to any claim for commission payment.
2.3
During the term of the agreement he shall not enter into any activities that may
be in competition with the Principal. He may not acquire a direct or indirect share
in a competitive entity and may not promote such entity otherwise. He may not
enter into any agency agreement with such company within or outside his territo-
ry that produces or distributes the same or similar products, even if this shall
refer to second hand products. Any exceptions shall require written approval of
the Principal.
2.4
If the Sales Agent intends to take over the agency for a company that does not
produce or sell the same or similar products, then he shall require the approval of
the Principal therefor. However, such approval may only be refused for good
cause that shall be notified to the Sales Agent. If the Sales Agent intends to re-
tain a sub-agent, he shall notify the Principal thereof.
2.5
He may not use or disclose to any third party any business or trade secrets that
he shall become aware of during his business on behalf of the Principal or shall
acquire otherwise. This shall also extend to the time after expiry of this agree-
ment.
3
Duties of the Principal
3.1
The Principal shall be free to accept or reject a transaction that shall have been
arranged by the Sales Agent. He shall immediately notify the Sales Agent of any
acceptance, rejection, refusal or variation of the execution of a transaction and
specify the reason therefor unless material interests of the Principal shall demand
otherwise.
Agreement dated [FinalDate]
Draft   Peyrot & Schlegel
4/6
3.2
Any variations of price shall be immediately notified to the Sales Agent.
3.3
He shall inform the Sales Agent of any of his own negotiations with customers or
interested parties of the district. In particular, he shall immediately provide the
Sales Agent with a copy of material business letters and shall, if possible, inform
him of his intention to visit customers or interested parties.
4
Commission Claim of the Sales Agent
4.1
The Sales Agent shall receive a commission of …..% (….. percent) for all sales
transactions that the Principal during the term of this agreement shall enter into
with customers resident within the territory specified in 1.1 above for the prod-
ucts referred to in 1.1 above. This shall apply notwithstanding the specific provi-
sions in subclauses 3 and 4 below and only for those sales transactions for which
the Sales Agent shall have acted as agent therefor. For other sales transactions,
the commission shall be …..% (….. percent).
4.2
Transactions that shall be entered into after expiry of the agreement shall not be
subjected to a commission payment.
4.3
The commission claim for sales transactions with export companies resident
within the district that refer to spare or reserve parts or third party products shall
be subject to a separate arrangement unless those parts shall be an integral part
of the products listed in 1.1 above.
4.4
If the Sales Agent shall conduct prenegotiations and price negotiations with an
interested party in his district but the transaction is subsequently completed
through the head office or a purchasing office located outside the district, then
the Sales Agent shall retain the full commission for such transaction. However,
this shall apply only if the sales agent responsible for the head office or the pur-
chasing office shall not be involved in which case no commission to such agent
shall be payable. If, however, the sales agent responsible for the head office or
the purchasing office shall be materially involved, then the commission shall be
divided. If the agents shall not agree on the division of the commission, then the
Principal shall use his reasonable discretion to determine after hearing both sales
agents if the above is the case and in which proportion the commission shall be
divided. The agreed individual commission rate for each of the sales agents shall
be applicable in conjunction with the division of commission.
5
Calculation and Maturity of Commission Payments
5.1
The commission payment shall be based on the price that has been invoiced for
the sales transaction (excluding VAT, if any, and minus any discounts except cash
payment discounts). Any ancillary costs such as freight, haulage, packaging and
costs of putting into operation shall be deducted as far as those have been in-
voiced separately. Any fees for installation or other ancillary services that essen-
tially shall consist of labour costs shall be deducted even then if they shall not
have been invoiced separately.
Agreement dated [FinalDate]
Draft   Peyrot & Schlegel
5/6
5.2
In addition to the commission the Sales Agent shall receive the applicable VAT
therefor if and to the extent that he shall be VAT liable and therefore obliged to
separate specification of VAT in the invoices. Upon demand of the Principal the
Sales Agent shall demonstrate the same. If, as a result thereof, the Sales Agent
shall not be subjected to VAT then his commission shall be deducted by such
amount that the Principal could have claimed, had the Sales Agent been subject-
ed to VAT.
5.3
The Sales Agent shall receive the commission upon receipt of the payment of the
customer in accordance with the received amount. The maturity shall be subject
to the provisions of applicable statutory law.
6
Term of Agreement
6.1
This agreement shall be concluded for an indefinite period of time. Any notice of
termination that shall be permitted by statutory law shall be given through regis-
tered mail.
6.2
If a firm shall be appointed as Sales Agent and should its owner be a sole trader
then he personally shall be regarded as the Sales Agent under this agreement.
6.3
If a company shall be appointed as Sales Agent then any change of shareholders
or managing directors or any material change of the shareholders agreement
shall be notified to the Principal. He shall be entitled to a termination for good
cause if, in view of the changed situation, the continuation of the agreement shall
not be reasonably acceptable.
6.4
Upon expiry of the agreement the Sales Agent shall return all advertising
material and other business documents (price lists, drawings, samples, etc.) that
he shall possess as far as the same shall be the property of the Principal.
7
Choice of Law
The agreement shall be governed by Swiss substantive law. The provisions of the
United Nations Convention on Contracts for the International Sale of Goods of 11
April 1980 (UN Sales Convention – CISG) are not applicable.
8
Arbitration
Any dispute, controversy or claim arising out of or in relation to this contract,
including the validity, invalidity, breach or termination thereof, shall be settled by
arbitration in accordance with the Swiss Rules of International Arbitration of the
Swiss Chambers of Commerce in force on the date when the Notice of Arbitration
is submitted in accordance with these Rules.
The number of arbitrators shall be ... (one or three);

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