“Contracts are no guarantee that people will get along. But they reinforce the goodwill that made them possible.”
“Contracts are no guarantee that people will get along. But they reinforce the goodwill that made them possible.”
We advise businesses on Swiss contract law and assist with drafting, reviewing and negotiating commercial agreements. Precise provisions on performance, payment, liability and termination help assess risks and protect your commercial interests.
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Drafting contracts
We draft business agreements under Swiss law that take account of your operations and commercial objectives. Whether an employment contract, supplier agreement, customer order or sales contract, we clearly formulate performance, payment, liability and termination provisions.
We examine statutory limits and coordinate related clauses. Tailored drafting helps assess risks legally and creates a sustainable basis for your business relationships.
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Reviewing contracts
We review existing and new business agreements for legal risks and consistency with your commercial objectives. We focus particularly on performance, payment terms, liability, termination and interaction with appendices or general terms.
You receive a clear assessment of critical clauses and specific proposals for amendments or negotiations. On request, we summarise the findings in a detailed report and prioritise the legal action required.
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Contractual disputes
We advise businesses on contractual disputes under Swiss law and assess claims, evidence and relevant deadlines. Together, we develop a strategy for negotiations, an out-of-court settlement or enforcing or defending claims in court.
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A free initial consultation for your legal concerns
We offer new clients a free, non-binding 15-minute initial consultation. You tell us about your concerns, and we discuss your situation and possible strategies. We are here to support you through legal advice or representation in proceedings. We look forward to meeting you.
Complex questions from practice
How can inconsistent contractual documents, orders and order confirmations be resolved legally?
Actual agreement, order of precedence and valid incorporation must be examined. Unilateral precedence clauses do not automatically create consensus. Document negotiations and expressly agree an order of precedence before performance begins.
Record the main contract, quotation, order and confirmation with their respective dates and versions. What matters is which terms were actually accepted. An agreed order of precedence can assist subsequent interpretation; existing inconsistencies should, however, be resolved by an express joint amendment rather than simply a new unilateral standard clause.
How can liability limits for several related losses be agreed clearly?
The event, annual limit, aggregate liability and exceptions must be precisely defined. Mandatory legal limits remain applicable. Insurance coverage and recourse should match the contractual allocation of risk.
Consider typical loss scenarios, such as several deliveries affected by the same defect or claims spanning two financial years. This reveals whether a limit applies per event, per year or in aggregate. The wording should align with insurance conditions and the intended exceptions.
How can a company secure rights to use and further develop externally developed software?
The scope of use, further development, source code, third-party components and delivery must be expressly regulated. Payment alone does not automatically transfer all rights. Also review chains of title involving subcontractors and open-source licences.
Establish who created each component and which rights the company needs for operation and further development. An inventory of components and contributors helps identify gaps in the chain of title. Source-code access and handover should not be left until a dispute arises or the development partner changes.
When do repeated minor breaches justify terminating a long-term contract?
Termination provisions, overall seriousness, warnings and additional periods for performance are relevant. Not every individual error justifies immediate termination. Preserve the documented sequence and plan outstanding performance and transition obligations.
A chronology of complaints, responses and remedial action shows whether there is a recurring pattern. Warnings and the improvements required should be specific. Before termination, outstanding payments, data, materials and transition services must also be planned so that the company does not itself cause new breaches.