Updated 04.06.2024

Sale of goods agreement 

A versatile contract for the sale of all kinds of movable property, new or used, domestic or international, between companies or individuals

Use this contract:

  • To sell an item or goods of any kind, new or second-hand.
  • When the sale takes place face-to-face or remotely.
  • If the delivery is domestic or international.
  • When the price is to be paid in advance or afterwards, in a lump sum or by instalments.




This contract is governed by Swiss law and complies with international trading principles

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Protect yourself legally as a seller with the following options: 

  • Indication of approximate deadlines, with a certain delay to be tolerated and a grace period. 
  • Specification of known and accepted defects, maximum inspection period and limitation of liability. 
  • Invoicing of additional costs, taxes and customs duties without reservation, with or without a pre-approved ceiling. 
  • Imposition of additional restrictions on the buyer’s use or resale of goods. 
  • Obligation of partial or total payment in advance, and a penalty in the event of cancellation of the order by the customer. 

Safeguard your interests as a buyer by using the following clauses: 

  • Granting of a tolerated period of delay with the right to terminate. 
  • Additional warranty period and assignment of original manufacturer’s warranties. 
  • Limitation of chargeable fees and taxes to the maximum amount approved. 
  • Agreement of a staggered payment plan with monthly or quarterly instalments. 
  • Non-equivocal allocation of customs duty and VAT payment obligations. 

A sale of goods agreement is a legal document signed between a seller and a buyer to outline the duties, rights and manage legal risks related to the sale of movable property. With our sales contract template, it’s possible to mitigate any property- and quality-related risks and responsibilities for the vendor, and to secure the payment of the purchase price.

Sellers use an agreement to sell template: 

  • To conclude a sale of goods of any kind (for example: stock, commodities, raw materials, or hardware).
  • To perform a domestic or international sale and regulate terms of delivery, warranties, restrictions, limitations on liability, and quality inspection period.
  • To establish the terms of payment and coverage of ancillary costs, such as VAT, customs duties, or transportation insurance.

Key aspects of a sale of goods agreement 

  • This type of transaction is primarily made by a company or a registered business, and less frequently by individuals. 
  • The document should clearly set out the description of goods, terms of delivery, payment price, and deadline. 
  • Sellers often limit or exclude liability, set out short quality inspection periods, and unequivocally define the moment of transfer of risks. 
  • Buyers often request longer warranty periods, late delivery penalties as deterrents, and short termination notice in case of defect or non-delivery on deadline. 

Eight tips on a sale of goods agreement 

To legally protect yourself as a seller, we encourage you to opt for the next points: 

  • Shortening of the warranty period and limitation of liability to a certain amount, usually equivalent to the price paid. 
  • Definition of which ancillary costs may be rebilled to the buyer on top of the price, such as taxes and customs duties. 
  • Request of advance down payment in full or in part as a precondition to sale. 
  • Cancellation penalty if the option of advance cancellation of order is given to the purchaser. 

Our sales contract template offers protection and benefits to the buyer as well. These might be: 

  • Instalment plan for the payment of the price in multiple tranches. 
  • Option of early cancellation of order with or without cancellation fee, until a certain date. 
  • Ability to rescind from agreement in case of late delivery overpassing certain tolerated delay, as well as penalties for late delivery. 
  • Additional manufacturer’s warranties, preference of remedies in case of defects, and a longer optional seller’s warranty period. 

Create a sale of goods agreement with AdminTech 

Using AdminTech online document builder and a sales contract template, the only required thing is to fill in the fields with the appropriate information, tailoring the document to the specific situation.  

A professional selling contract template allows to cover the following information:  

  • Parties’ contact details and identification 
  • Description of goods 
  • Terms and deadline of delivery 
  • Purchase price and terms of payment 
  • Ancillary costs, VAT, and customs duties 

FAQ on a sale of goods agreement 

What’s a sales agreement for sellers?  

A sale of goods contract template from AdminTech provides sellers with an opportunity to create a professional document that can be used for selling various kinds of goods. The contract sample is made by a lawyer and is governed by Swiss law in compliance with international trading principles. 

What remedies is the buyer entitled to in case of defects? 

In the event that sold goods show defects at the moment of their sale, the buyer is generally entitled to one of the following remedies, depending on which is the most appropriate in the circumstances: 

  • Proportional reduction of the price 
  • Repair of goods at seller’s expense 
  • Replacement of goods by similar articles 
  • Cancellation of sale 

Using our sales agreement example, the parties may convene the priority that must be given to one or the other measure. 

Is a verbal sales agreement valid in Switzerland?  

Swiss law does not require a written form for a sales agreement, but it is advised to draft a contract for the sale of goods or at least a sale of goods act for the following reasons: 

  • The only tangible proof of the parties’ terms 
  • A solid proof of value for customs authorities and tax administration 

Can the buyer withdraw from a sales agreement? 

The buyer may rescind a sales agreement and cancel it in the following events: 

  • Faulty goods that cannot be reasonably repaired or replaced 
  • The agreement was concluded under error or acts of fraud 
  • The agreement becomes impossible to fulfil due to force majeure (for example, import sanctions) 
  • If the agreement allows so, and under the terms of such agreement. 

Is the sale of goods subject to VAT in Switzerland? 

The sale of goods is generally subject to the value-added tax of 8.1% if the sale is done by a Swiss business entity registered with VAT authorities. The seller must include the VAT amount in the sales invoice or a sale of goods act. The amount may be indicated as net plus VAT, or as a total amount (all taxes included). 

Is the import or export of goods subject to Swiss VAT? 

Import of goods to Switzerland is subject to the same VAT rate, to be paid by the importer or by the final purchaser located in Switzerland. Export of goods is generally exempt from Swiss VAT, subject to strict rules on the means of proof. 

When is the property transferred under the sales agreement? 

Under Swiss law, the property of goods is only transferred to the buyer once their effective possession has been transmitted. Upon signing a sales agreement, the property remains with the seller but passes to the buyer upon delivery. 

Can the seller recollect the sold goods for default of payment? 

In principle, the property of sold goods cannot be recollected even in the event of non-payment. 

Exceptionally, a property reserve clause allows the vendor to recollect the merchandise in the event of non-payment. 

How can sellers ensure a successful sales experience? 

To ensure a successful selling experience, it’s generally advisable to: 

  • Comply with sales provisions of the Swiss Code of Obligations and the federal VAT act. 
  • Describe the goods without ambiguity and indicate any accepted defects upfront. 
  • Determine how the goods should be handed over and which of the parties assumes the risk of transportation, unloading, and assembly, if applicable. 
  • Stipulate clear deadlines and indicate if they are approximate or strict, including any tolerated delay before cancellation. 
  • Draft and sign a detailed sales agreement with our sale of goods contract template. 
  • Keep good records of all transactions, complaints, and notifications as proof, preferably though an additional sale of goods act. 
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Prepare your legally binding sale of goods agreement with the AdminTech document builder.