Reseller Agreement in Switzerland: Template, Key Clauses and Local Law (2026)

A reseller agreement is the contract between a supplier and a reseller who buys the supplier's products and sells them on to its own customers, in its own name and at its own risk. In Switzerland there is no dedicated statute for reseller or distribution agreements. They are treated as innominate (unnamed) contracts under the Swiss Code of Obligations (CO, SR 220), shaped by the general law of contract and, where relevant, by competition law. That is different from agency, which the CO does regulate. This page explains the Swiss legal position, how a reseller differs from an agent and why it matters, the key clauses, and a template outline. It is general information, not legal advice. ## Is there a reseller agreement law in Switzerland? No specific one. A reseller (German Wiederverkäufer or Vertragshändler) is an independent buyer and seller. Its agreement is governed by: - General contract law in the CO, with freedom of contract, so most default rules can be displaced by clear drafting.

• Sale rules (Art. 184 and following CO) for the underlying supply of goods, applied where the contract is silent.
• Competition law, principally the Federal Act on Cartels, for anything restricting the reseller, such as territory, customers or resale pricing. Because the contract type is unnamed, Swiss courts build the duties from what the parties agreed plus analogies to named types. The written agreement carries most of the weight. ## Reseller vs agent: the distinction that matters This is the key Swiss point. A commercial agent (Agent, Art. 418a and following CO) permanently brokers or concludes transactions in the principal's name and for the principal's account, without taking title or carrying the sale's financial risk. Agency is a named CO contract, and on termination the agent may claim a goodwill indemnity under Art. 418u CO where conditions are met, a right that is hard to exclude. A reseller buys and resells in its own name and at its own risk, and is not an agent. The Art. 418u indemnity does not apply directly. But Swiss courts have, in some cases, applied the agency goodwill-indemnity rule by analogy to an exclusive distributor who was integrated into the supplier's distribution network much like an agent. So the label "reseller" does not automatically remove the risk; the structure of the relationship does. Keep the reseller genuinely independent if you want to stay outside the agency rules. ## Key clauses, and what to watch in each | Clause | What it should do | Watch for | |---|---|---| | Appointment and territory | Define products, territory, exclusivity | Exclusive territory plus restrictions raises cartel-law questions | | Title and risk | State the reseller buys and takes title and risk | Blurring this invites agency analogy | | Pricing | The reseller sets its own resale prices | Fixing minimum resale prices is generally prohibited | | Minimum purchase | Volume targets, if any | Define the consequences of a shortfall | | Intellectual property | Trade mark licence for resale only | No transfer of brand rights | | Term and termination | Notice period and grounds | A fair notice period reduces dispute risk | | Goodwill indemnity | Address it expressly | Silence invites an Art. 418u-by-analogy claim | | Post-termination | Stock buy-back, run-off sales | Leftover stock becomes a dispute | | Liability | Caps and exclusions | Art. 100 CO voids exclusions for intent or gross negligence | | Governing law and disputes | Swiss law; court or arbitration | Leaving the forum open | ## Swiss points that change the drafting - Goodwill indemnity by analogy. The biggest reseller-specific risk. Swiss courts have extended the Art. 418u agency indemnity to tightly integrated exclusive distributors. Address compensation on termination expressly and keep the reseller independent if you want to avoid it.
• Resale price maintenance. Under the Federal Act on Cartels, fixing minimum or set resale prices is treated as a serious restraint. A supplier may recommend prices or set a maximum, but not impose a floor.
• Exclusivity and parallel imports. Swiss competition law scrutinises absolute territorial protection and bans on parallel imports. Draft territory and customer restrictions with cartel law in mind.
• Liability line (Art. 100 CO). A clause excluding liability for unlawful intent or gross negligence is void.
• Default sale rules. If the agreement is silent on delivery, defects and remedies, the CO sale provisions fill the gap. Decide deliberately what to keep. ## A short reseller agreement outline you can adapt 1. Parties and definitions.

2. Appointment, products, territory and exclusivity.
3. Title and risk: the reseller buys and resells in its own name.
4. Ordering, delivery and Incoterms.
5. Prices to the reseller; the reseller's freedom to set resale prices.
6. Minimum purchase or performance targets, if any.
7. Trade mark and marketing licence, limited to resale.
8. Warranties and product liability.
9. Goodwill indemnity on termination, addressed expressly.
10. Confidentiality and data protection.
11. Term, termination and notice.
12. Post-termination: stock, run-off, return of materials.
13. Liability and limitation (respecting Art. 100 CO).
14. Competition law compliance.
15. Governing law (Switzerland) and dispute resolution. ## Common mistakes - Assuming "reseller" removes all agency risk, then facing a goodwill-indemnity claim by analogy.

• Writing a minimum resale price clause that the Cartel Act will not allow.
• Imposing absolute territorial protection or a parallel-import ban without checking competition law.
• Excluding liability for gross negligence, which Art. 100 CO voids.
• Leaving delivery, risk and defect remedies to CO defaults by accident. ## Keeping a reseller network under control in one place A growing supplier rarely has one reseller agreement. It has a network, each with a different territory, margin, renewal date and set of amendments. The work of drafting from a house standard, checking each against competition and agency rules, keeping versions straight and remembering every notice and renewal date is the work an AI contract workspace can hold in one place: draft from your own template, flag clauses that drift, keep a live timeline of changes, and surface key dates as alerts. If that is useful, Adira is built around that single-workspace idea. Deeper non-India jurisdiction coverage is on its roadmap; India is the deepest today. This article is general information about Swiss commercial contract practice and is not legal advice. Confirm the current CO and Cartel Act provisions and take qualified Swiss advice for a specific agreement.