Contract Law in Switzerland

Contract Law in Switzerland

Updated on Monday 07th December 2015

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Contract-Law-in-SwitzerlandCivil legislation on contracts in Switzerland

The legislation on contracts is principally comprised in the Code of Obligations which is part of the Swiss Civil Code.  There is another legislation related to the conclusion of contracts between companies which falls under the regulation of the Commercial Code. The laws covering the conclusion and enforcement of agreements under the Civil Code in Switzerland are:

  • -          the Convention of International Sale of Goods,
  • -          the Consumer Credits Act,
  • -          the  Product Liability Act,
  • -          the Package Travel Act.

For complete information regarding civil laws on contracts you can refer to our Swiss attorneys.

Commercial legislation on Swiss contracts

The Swiss Commercial Law also covers an important part of the contract legislation. The following documents relate to the conclusion of contracts between Swiss companies:

  • -          the Merger Act,
  • -          the Ordinance on the Commercial Register,
  • -          the Fair Trade Act,
  • -          the Cartel Act,
  • -          the Banking Act,
  • -          the Stock Exchange Act,
  • -          the Collective Investment Schemes Act.

These legal frameworks cover different aspects of commercial contracts between companies in Switzerland.

The principles of the Swiss Contract Law

No matter the type of contract one signs, the core principle of the Contract Law in Switzerland is freedom. This principle is made up of the following components:

  • -          the freedom to choose a partner,
  • -          the freedom of deciding on the terms and content of the contract,
  • -          the freedom to terminate the contract,
  • -          the freedom to conclude any type of agreement even if it is not formally acknowledged by the Contract Law.

Another important principle of the Swiss legislation is that a contract must be based on offer and acceptance. Also, the conclusion of an agreement will usually take into account the principle of “good faith”, meaning that all terms of the contract will be clearly defined without leaving any trace of doubt.

The Swiss Company Law establishes that contracts can be concluded by representatives of companies provided that a power of attorney has been obtained. Our lawyers in Switzerland provide notary services and can help you draft contracts or powers of attorney.

You can also contact our law firm if you need representation in litigation involving contractual clauses.