This Invoice Agreement template is designed for use in commercial relationships where parties require a formal framework for regular invoicing and payment processes under Swiss law. The document is particularly valuable for businesses engaging in ongoing commercial relationships that necessitate clear invoicing procedures and payment terms. It incorporates key requirements from the Swiss Code of Obligations and Swiss VAT legislation, making it suitable for both domestic and international business transactions where Swiss law applies. The Invoice Agreement includes provisions for electronic invoicing, dispute resolution, and compliance with Swiss regulatory requirements, while remaining adaptable to various business sectors and transaction volumes. It's especially relevant for businesses seeking to establish standardized invoicing processes or those dealing with complex payment arrangements requiring formal documentation.
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1. Parties: Identification of the parties entering into the agreement, including full legal names, addresses, and registration details
2. Background: Context of the agreement and the business relationship between the parties
3. Definitions: Key terms used throughout the agreement
4. Invoice Requirements: Mandatory content of invoices, format, and delivery method in compliance with Swiss VAT requirements
5. Payment Terms: Payment deadlines, acceptable payment methods, and currency specifications
6. Late Payment: Consequences of late payment, including interest rates and collection procedures under Swiss law
7. Dispute Resolution: Process for handling disputed invoices and resolution mechanisms
8. Term and Termination: Duration of the agreement and conditions for termination
9. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction
10. Notices: Methods and addresses for formal communications between parties
1. Electronic Invoicing: Specific terms for electronic invoicing systems and digital signature requirements, needed when parties agree to use electronic invoicing
2. Credit Terms: Additional terms for credit arrangements, required when credit facilities are being offered
3. Currency Exchange: Provisions for handling multiple currencies and exchange rates, needed for international transactions
4. VAT Reverse Charge: Special VAT handling provisions, required for cross-border transactions within scope of reverse charge mechanism
5. Volume Discounts: Terms for volume-based pricing and discounts, included when parties agree to volume-based incentives
6. Audit Rights: Provisions for auditing invoice records, relevant for long-term or high-value relationships
7. Force Majeure: Provisions for handling extraordinary circumstances affecting invoicing and payment obligations
1. Schedule 1 - Invoice Template: Standard format for invoices including all mandatory fields under Swiss law
2. Schedule 2 - Pricing Schedule: Detailed pricing information, rates, and calculation methods
3. Schedule 3 - Payment Processing Details: Banking information and specific payment processing requirements
4. Schedule 4 - Contact Information: List of authorized contacts for invoice-related communications
5. Appendix A - Service Level Agreement: Standards for invoice processing and response times
6. Appendix B - Compliance Requirements: Detailed VAT and regulatory compliance requirements
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