Supplier contracts
We draft and review supplier contracts for Swiss businesses and cross-border relationships. Clear agreements on quality, delivery deadlines, payment and liability provide a transparent basis for procurement and handling supply disruptions.
Scope of performance and ordering processes
Whether a supply contract is classified as a sale, contract for work or mixed relationship depends on its content. Classification affects rights concerning defects and performance failures. A framework agreement should clearly regulate the relationship between forecasts, orders and binding purchase commitments.
Product specifications, quantities, delivery locations, dates and quality requirements should be specifically agreed. The order of precedence of contract documents, acceptance procedures and handling changes are equally important. General purchasing terms should be incorporated in time and in a verifiable way.
Quality, liability and security of supply
Inspection, defect notification and agreed remedies should fit the product and supply chain. Statutory notification and limitation rules must be distinguished from contractual guarantees and service commitments. Recall costs, substitute procurement and third-party claims should be expressly considered.
Liability caps, contractual penalties and insurance requirements may allocate risks but are subject to legal limits. Information duties, contingency plans and definition of exceptional events help with disruptions. Force majeure does not automatically release every contractual obligation.
International supply chains and contract end
The UN Convention on Contracts for the International Sale of Goods (CISG) may apply to cross-border purchases. Choosing Swiss law does not necessarily exclude it. Delivery terms such as Incoterms should specify their version and named place; they do not govern every contractual issue.
Duration, ordinary and extraordinary termination should be coordinated with transitional services, remaining stocks and tooling. Data, intellectual property, confidentiality and use of subcontractors may require their own rules depending on procurement. An orderly handover may ease a change of supplier.
Frequently asked questions
Does a framework agreement already oblige us to purchase?
This depends on agreed minimum quantities, call-off duties and ordering mechanisms. A framework agreement may merely set terms for later individual orders or already contain binding quantity obligations. Non-binding forecasts should be expressly identified as such.
Do our purchasing terms apply automatically?
No. They must validly become part of the contract. Where purchasing and sales terms conflict, examine what was actually agreed. A clearly agreed order of precedence reduces interpretation risks.
What are the consequences of late delivery?
Consequences follow the contract and statutory default rules. Reminders, additional deadlines and agreed fixed dates may be decisive. Substitute procurement, withdrawal, compensation or contractual penalties require review of their respective conditions.
Does choosing Swiss law exclude the CISG?
Not necessarily. The CISG may form part of applicable law for international goods purchases. If exclusion is intended, an appropriate clear agreement should be considered.
Is an Incoterms clause enough for the entire supply contract?
No. Incoterms primarily govern certain delivery duties, costs and transfer of risk. Ownership transfer, payment, defect remedies and dispute resolution require additional provisions. Use a precise clause stating the place and version.
Can we terminate immediately after supply failures?
Not every failure gives an immediate termination right. Contractual clauses, severity of disruption and statutory conditions are decisive. Outstanding orders, remaining material and transitional duties should also be reviewed before termination.
Complex questions from practice
How can recall costs and liability risks from defective supplied components be allocated contractually?
Product-safety duties, liability to third parties and internal recourse claims must be considered separately. Contractual commitments, proof of cause, notification duties and insurance cover determine cost allocation between businesses. An internal liability cap does not automatically remove external statutory duties.
Regulate reporting channels, cooperation and documentation before a loss occurs where possible. During a recall, prompt coordination and evidence preservation are as important as later cost allocation. The agreement should also address disputed causes and necessary immediate measures.
May a supplier unilaterally increase agreed prices because of higher raw-material costs?
A cost increase does not generally create a unilateral amendment right. Review price-adjustment clauses, agreed risk allocation and the specific exceptional circumstances. Confirmed orders may also require different treatment from future deliveries.
Compare the contract, pricing formula and reasons for the increase. If an adjustment is negotiated, expressly define its temporal and substantive scope. Also clarify how supply and ongoing orders will be secured without unintentionally consenting to broader changes.
How do we secure our tools and stocks if the supplier becomes bankrupt?
Possible rights to separate assets from the bankruptcy estate depend on ownership, identifiability and legal allocation of the objects. Possession and security agreements may also matter. A paid invoice alone does not always establish that specific tools or stocks belong to your business.
Arrange clear marking, inventories and verifiable contracts early. In bankruptcy, identify the claimed objects and evidence specifically. Mixed or vaguely described stocks may make enforcement harder.
How can changing a sole supplier be prepared without risking a production interruption?
Changing suppliers requires more than termination. Exclusivity, termination rights, transitional services and access to technical data must work together. Continued supply or delivery of specifications is not automatically owed.
Review alternative sources and necessary documents before termination. A coordinated transition plan should consider delivery deadlines, stocks, quality approvals and tooling rights. This identifies legal commitments and operational dependencies before irrevocable notice is given.