An order is cancelled after work has begun. A customer disputes delivery charges. A product is defective. A subscription renews when the customer thought it had ended. Adding a sentence to an invoice after the event will not resolve these situations.
Your general terms and conditions of sale (T&Cs) establish common rules for transactions in advance. They must fit your business and form part of the contract. Even comprehensive wording fails to serve its purpose if the customer only discovers it after buying.
This guide is for businesses selling goods or services in Switzerland. It explains how to prepare workable terms, obtain acceptance, distinguish private and business customers and address common disputes. It is a guide to drafting your own terms, rather than Entreprendre.ch’s commercial terms.
At a glance
- Your terms must reflect your activity and form part of the contract before the customer commits.
- Separate defect remedies, voluntary returns and withdrawal rights: different rules apply.
- Keep the accepted version and align the wording with quotations, your website and order handling.
What are general terms for, and are they compulsory?
General terms bring together clauses intended for several contracts: payment, delivery, defects, returns, liability and termination. They avoid negotiating all these matters for every order and make the sales process more predictable.
Swiss law does not generally require every business to have a document called “general terms and conditions”. A contract can exist without one, with applicable law filling the gaps. However, particular activities and online selling involve specific information duties and obligations, regardless of what you call the document.
General terms do not let you change every legal rule at will. Some provisions are mandatory; others can be varied by agreement. The terms must also be validly incorporated into the contract, respect good faith and, for consumers, comply with the specific control in Article 8 of the Unfair Competition Act (UCA).
Four documents with different purposes
| Document | Main purpose |
|---|---|
| Offer, quotation or individual contract | Describe the specific transaction: service, quantity, price and timing |
| General terms and conditions | Establish common conditions for multiple transactions |
| Privacy notice | Explain how personal data is processed |
| Seller identification details | Identify the person or company with which the customer contracts |
The individual contract must be consistent with the general terms. If an accepted quotation allows payment within 30 days, a ten-day clause in the general terms should not override that specific agreement. Define the order of precedence between documents expressly.
B2B, B2C, sales and services: identify the relationship
Before drafting, answer three questions: who is buying, what is being sold and how is the contract concluded?
A sale to an individual for private needs is a consumer transaction. A sale to a company for its business is a commercial transaction. Rules on unfair terms, certain warranty limitation periods and jurisdiction do not apply identically.
The nature of the deliverable matters too. Selling a chair, building a website with a specified result and advising a client under a mandate do not necessarily fall under the same type of contract. Contracts for work and services and mandate contracts have their own rules, including on defects, acceptance and ending the relationship.
For example, Article 404 CO allows either party to terminate a mandate at any time, with consequences if this happens at an inopportune moment. An “absolute no-cancellation” clause copied from terms for goods cannot automatically be applied to a mandate. Mixed contracts should reflect the services actually provided.
Use separate terms or modules for a B2C online shop and a B2B consultancy. One document can quickly become inconsistent when it covers parcels, software subscriptions and bespoke consulting work together.
Incorporating terms into the contract: the commonly missed step
To be enforceable, terms must be brought to the customer’s attention and accepted as part of concluding the contract. The customer needs an opportunity to read them before committing. Attaching them for the first time to an invoice after agreement is too late to impose them unilaterally on that sale.
In an online shop
Place a clear link near checkout and make acceptance part of the process. An unticked checkbox is a practical way to record agreement; it does not make every clause lawful.
The text should be readable, accessible on mobile and capable of being saved. Retain the accepted version with the order, its date and evidence of the process. A link that always displays the latest version cannot establish the terms accepted two years earlier.
In a quotation or offer sent by email
Attach the terms or provide direct access, clearly identifying the applicable version before acceptance. A quotation might state: “The general terms dated [date], supplied with this offer, form part of the contract. The specific terms of this offer take precedence in the event of inconsistency.”
That statement must reflect what actually happens: the document is supplied, the customer can read it and acceptance is identifiable. Do not say “supplied” if your team regularly forgets the attachment.
Unusual clauses and conflicting terms
General acceptance does not justify hiding a clause the customer would not reasonably expect in the circumstances. Highlight significant commitments such as a minimum term, renewal, cancellation charges or an important restriction on service.
A business customer may send its own purchasing terms. Do not assume yours prevail simply because they say so. Resolve conflicts in the individual agreement: document priority, agreed clauses and expressly excluded provisions.
Clauses to prepare when selling goods
1. Seller, scope and customers
Identify the selling entity, contact details and transactions covered. Explain whether you deliver only within Switzerland, whether certain offers are for business customers only and which documents supplement the terms.
The identity should match the website, order confirmations and invoices. You can trade under a brand, but customers must be able to identify the actual seller.
2. Offers, orders and contract formation
Explain each step: selecting a product, reviewing the order, submitting it, acknowledging receipt and any subsequent acceptance by the seller. The website and messages sent must match that process.
Do not automatically equate a technical acknowledgement with contractual acceptance. If you distinguish the two, say so clearly and use consistent messages. You cannot promise an “order definitively confirmed” while claiming elsewhere that no commitment exists.
Address stock shortages and obvious errors without reserving an unlimited discretionary right to cancel any sale. Contract validity and mistake rules depend on the circumstances; a general clause does not replace that assessment.
3. Prices, VAT and charges
State the currency, VAT treatment and additional charges. For consumer offers of goods covered by the Price Indication Ordinance, the price actually payable must be shown in Swiss francs, including mandatory components. Delivery costs and other supplements should be clear during the purchase process, rather than buried in the terms.
Prices excluding VAT may suit B2B sales where the presentation is clear. For a website also targeting private customers, do not simply copy the approach used in an exclusively professional catalogue.
Example: advertising CHF 100 and adding CHF 8 in compulsory handling fees at the final screen is different from offering a genuinely optional extra. The substance of a charge matters more than its name.
Our selling-price guide explains margin, positioning and discounts. Your terms should then describe the price and its conditions accurately.
4. Payment and late payment
Specify payment methods, deadlines, deposits and consequences of delay. Distinguish the invoice due date, the debtor being in default and any charges you intend to claim.
The CO provides for default interest of 5% a year on monetary debts when the conditions are met, subject to applicable rules and agreements (Articles 102 and 104 CO). That does not create an automatic entitlement to any reminder or collection fee. Such charges need a valid basis and must respect applicable limits.
For a straightforward sale, an illustrative clause might read: “Invoices are payable within 30 days of their date. In the event of late payment, the consequences under the contract and applicable law apply.” If you intend to include specific default arrangements or fees, define them clearly rather than referring vaguely to an inaccessible fee schedule.
5. Delivery, timing and transfer of risk
Distinguish a firm date from an estimate. Specify delivery areas, shipping methods, partial deliveries and procedures for delays or incorrect addresses.
Transfer of risk needs suitable wording. The CO’s sales rules do not simply mean either “the seller is always responsible until receipt” or “transport is always at the customer’s risk”. If you agree to bear the risk until delivery to the consumer, say so clearly and organise your recourse against the carrier accordingly.
Ask customers to report transit damage and preserve evidence. A receipt procedure should help resolve problems, rather than systematically exclude defect rights.
6. Retention of title
The sentence “goods remain our property until paid in full” does not, on its own, establish every effect of retention of title in Switzerland. Specific conditions apply, including registration in the register provided for by the Civil Code.
If this security matters to your business, address implementation, cost and monitoring. Do not present a line in the general terms as equivalent to security that has actually been established.
Defects, voluntary returns and withdrawal: three separate matters
Liability for defects
Defect protection concerns goods lacking promised or legally expected qualities. Under the ordinary statutory sales regime, Articles 197 onwards CO govern inspection and notification duties and available remedies.
Statutory remedies can include a price reduction, rescission of the sale or replacement under the relevant conditions. A general right to repair is not simply identical to that list: the contract and a commercial warranty can establish repair as the first remedy within permitted limits.
For ordinary movable goods, defect claims generally become time-barred two years after delivery. Where a professional seller sells to a consumer for personal or family use, Article 210 paragraph 4 CO prevents shortening the limitation period below two years for new goods and one year for second-hand goods. This minimum period does not make every other warranty rule mandatory or mean every breakdown within two years is a covered defect.
Contractual variations must be clear and valid. A warranty exclusion cannot cover fraudulent concealment of a defect (Article 199 CO). Do not assume that a manufacturer’s warranty removes the seller’s obligations.
This guide covers ordinary movable goods. Construction, defects in buildings and goods incorporated into property involve specific rules, including changes effective in 2026. Do not use this outline to draft construction terms.
Voluntary commercial returns
A customer may receive a perfectly compliant product and simply no longer want it. A change-of-mind return differs from a defect claim.
If you voluntarily accept returns, define the period and starting point, required condition, exceptions, refund arrangements and costs. A “30-day returns” promise on a product page is part of your commercial offer. Your terms should explain it, rather than quietly contradict it.
Withdrawal rights
Swiss law does not provide a general 14-day withdrawal right for online purchases. Specific rules apply in certain situations or to certain contracts, and sellers may voluntarily grant a withdrawal right.
Do not automatically copy French or EU rules into Swiss terms. Conversely, a Swiss business targeting consumers abroad must assess applicable mandatory rules and private international law. Writing “Swiss law exclusively” does not override every foreign consumer protection.
Terms for services and subscriptions
For services, define the scope in the quotation: deliverables, schedule, revision rounds, customer inputs and work outside scope. General terms can set the process for approving and pricing additional requests.
Example: a website quotation includes five pages, two rounds of changes and launch. The terms explain how a sixth page or third round is quoted and approved. “All extras will be charged” does not explain the price or when the customer agreed to it.
For subscriptions, specify the initial term, billing, renewal, notice period, cancellation channel and effective end date. If an introductory price lasts only three months, disclose the subsequent price before commitment.
A price or service variation clause must be sufficiently defined. Explain the grounds, notice, effective date and customer’s options. Avoid “we may change anything at any time without notice”.
Distinguish suspension for non-payment from permanent deletion of data or deliverables. If the service hosts customer data, provide for export and appropriate deadlines at termination, consistently with legal and contractual duties.
Liability, personal data and jurisdiction
Limiting liability without drafting an invalid exclusion
Article 100 CO prohibits advance exclusion of liability for intent or gross negligence. A blanket exclusion of “all liability, whatever the cause” is therefore poorly designed.
Caps, exclusions and rules for auxiliary persons must fit the contract and risk. Specific provisions, including product liability rules, do not disappear because of a general clause. A cap equal to a small invoice can also raise imbalance concerns in a consumer relationship.
Separate data information from consent
Terms may refer to a privacy notice, but they do not replace accurate information about processing. Acceptance of a contract should not be confused with blanket consent to every future use of personal data.
Present marketing choices separately where required. If you process data on behalf of business customers, a processing agreement may be needed. “We comply with the FADP” does not specify instructions, subprocessors or security.
Choose jurisdiction without overriding mandatory rights
Swiss governing law and a jurisdiction clause are useful in many B2B relationships. Consumer contracts must respect protective rules in the Civil Procedure Code and, internationally, applicable private international law or conventions.
Do not claim that all private customers must bring proceedings at the company’s registered office. General terms cannot freely remove protected jurisdictions that consumers cannot waive in advance.
Clauses to remove from your template
| Problematic wording | Why it is problematic | What to do instead |
|---|---|---|
| “All sales are final, with no remedy of any kind” | Confuses voluntary returns with statutory rights | Separate returns, defects and special regimes |
| “No liability in any circumstances” | Disregards, among other provisions, Article 100 CO | Set lawful limits appropriate to the relationship |
| “The terms displayed today apply to all previous orders” | Changes commitments retrospectively | Retain and apply accepted versions |
| “Additional charges will be determined later” | Makes the final cost unclear | Explain the method or obtain agreement before adding charges |
| “Any data may be used for any purpose” | Ignores specific data-protection requirements | Explain actual processing separately |
| “The customer accepts all future changes” | Grants undefined discretion | Define how changes and notifications work |
Article 8 UCA addresses general terms that, contrary to good faith, create a significant and unjustified imbalance between rights and obligations to the consumer’s detriment. Transparency alone is therefore not always enough: a clearly written clause can still be unlawful.
A seven-step method for drafting your terms
Start by mapping the actual journey from customer enquiry to contract completion. At each stage, record who does what, when and which document provides evidence.
- Define the transactions covered. Products, services, countries and B2B or B2C customers.
- Identify the legal regime. Sale, work and services, mandate, subscription or a combination.
- List commercial decisions. Timing, payment, voluntary returns and service levels.
- Draft the corresponding clauses. One clear rule for each subject, without contradictions.
- Check legal limits. Defects, liability, consumers, data and jurisdiction.
- Build acceptance into the process. Website, quotations, emails and version archiving.
- Test three incidents. Late payment, a defect or dispute, then cancellation or termination.
Example structure for a Swiss online shop
An outline could cover: seller and scope; products and orders; contract formation; prices and charges; payment; delivery; inspection and defects; voluntary returns; liability; personal data; governing law and disputes; document version.
Add only the modules you need. A shop without subscriptions does not need pages on automatic renewal. A business producing bespoke goods does need to explain specification approval and the consequences of order changes.
Updating terms without rewriting existing contracts retrospectively
Give each version a date and number. Archive it and link it to the relevant orders. Use the new version for new contracts from its effective date.
For ongoing relationships, examine the agreed amendment mechanism and legal limits. Some changes require agreement; others may fall within a valid variation clause with notification and exit arrangements. Quietly publishing new wording on the website is not a universal method of obtaining acceptance.
Whenever the offer changes, review the relevant provisions: overseas sales, a new subscription, digital services, a different carrier or payment provider, or a new returns policy. Your terms should follow the business, rather than remain a forgotten footer document.
Strong terms start with an organised sales process
The best general terms describe clear commercial decisions within applicable law. They make the price, deliverable and remedies understandable and help prove what was accepted.
First describe the rules your team actually applies. Then check their validity and incorporation into the contract. Wording, the sales process and archiving work together to protect the business over time.
Frequently asked questions
Is a terms page in the website footer enough?
It is useful, but does not by itself prove incorporation into every contract. Customers must be informed and able to read it before committing. The process should document acceptance and the applicable version.
Must general terms be signed by hand?
Not necessarily for an ordinary sale. Acceptance can be recorded through an electronic process or an accepted quotation. Specific form requirements for a transaction or clause must still be respected.
Does a Swiss customer always have 14 days to cancel an online purchase?
No. Switzerland has no general withdrawal right for online purchases. A voluntary right, particular contract or international situation can nevertheless lead to different rules.
Can the warranty period for a new product sold to a consumer be reduced to one year?
In transactions covered by Article 210 paragraph 4 CO, the limitation period cannot be reduced below two years for new goods. Do not confuse this with defining covered defects or varying remedies, which require separate analysis.
Can I copy a competitor’s terms?
It is unreliable: their contract, customers, country and operations may differ. You may also copy outdated clauses or promises you cannot keep. Start with your transactions and their legal regime.
Do business and private customers need different terms?
Often yes, or at least clearly separated sections. Consumer protections and commercial decisions differ. Ambiguity about the intended customer makes terms harder to apply.
Sources and references
- Swiss Code of Obligations, SR 220: in particular Articles 1–2, 97–104, 184 onwards, 197–210 and 404.
- SME portal: general terms and conditions.
- SECO: before purchase and contract formation (French).
- SECO: problems after purchase (French).
- SECO: unfair general terms (French).
- Federal Consumer Affairs Bureau: frequently asked questions (French).
- FDPIC: outsourcing and processing by third parties (French).
Romain Prieur is a Swiss-qualified chartered accountant and founder of Entreprendre.ch. With more than ten years of experience in audit and supporting Swiss businesses, he advises entrepreneurs on company formation, accounting and taxation.
