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1 English is not an official language of the Swiss Confederation. This translation is provided for information purposes only and has no legal force. Federal Act on the Amendment of the Swiss Civil Code (Part Five: The Code of Obligations) of 30 March 1911 (Status as of 1 January 2021)

The Federal Assembly of the Swiss Confederation,

having considered the Dispatches of the Federal Council dated 3 March 1905 and

1 June 19091

decrees:

Division One: General Provisions

Title One: Creation of Obligations

Section One: Obligations arising by Contract

Art. 1

1 The conclusion of a contract requires a mutual expression of intent

by the parties.

2 The expression of intent may be express or implied.

Art. 2

1 Where the parties have agreed on all the essential terms, it is pre-

sumed that the contract will be binding notwithstanding any reserva- tion on secondary terms.

2 In the event of failure to reach agreement on such secondary terms,

the court must determine them with due regard to the nature of the transaction.

3 The foregoing is subject to the provisions governing the form of

contracts.

AS 27 317 and BS 2 199

1 BBl 1905 II 1, 1909 III 747, 1911 I 695

220

A. Conclusion of

the contract

I. Mutual expression of

intent

1. In general

2. Secondary terms

Code of Obligations

2 220

Art. 3

1 A person who offers to enter into a contract with another person and

sets a time limit for acceptance is bound by his offer until the time limit expires.

2 He is no longer bound if no acceptance has reached him on expiry of

the time limit.

Art. 4

for acceptance is set, it is no longer binding on the offeror unless the offeree accepts it immediately.

2 Contracts concluded by telephone are deemed to have been conclud-

person.

Art. 5

acceptance is set, it remains binding on the offeror until such time as he might expect a reply sent duly and promptly to reach him.

2 He may assume that his offer has been promptly received.

3 Where an acceptance sent duly and promptly is late in reaching the

offeror and he does not wish to be bound by his offer, he must imme- diately inform the offeree.

Art. 6

Where the particular nature of the transaction or the circumstances are such that express acceptance cannot reasonably be expected, the con- tract is deemed to have been concluded if the offer is not rejected within a reasonable time.

Art. 6a2

1 The sending of unsolicited goods does not constitute an offer.

2 The recipient is not obliged to return or keep such goods.

3 Where unsolicited goods have obviously been sent in error, the

recipient must inform the sender.

2 Inserted by No I of the FA of 5 Oct. 1990, in force since 1 July 1991 (AS 1991 846; BBl 1986 II 354).

II. Offer and

acceptance

1. Offer subject

to time limit

2. Offer without time limit

absence

3. Implied acceptance

3a. Unsolicited

goods Federal Act on the Amendment of the Swiss Civil Code 3 220

Art. 7

1 An offeror is not bound by his offer if he has made express declara-

tion to that effect or such a reservation arises from the circumstances or from the particular nature of the transaction.

2 The sending of tariffs, price lists and the like does not constitute an

offer.

3 By contrast, the display of merchandise with an indication of its price

does generally constitute an offer.

Art. 8

1 A person who publicly promises remuneration or a reward in ex-

change for the performance of an act must pay in accordance with his promise.

2 If he withdraws his promise before performance has been made, he

must reimburse any person incurring expenditure in good faith on account of the promise up to the maximum amount promised unless he can prove that such person could not have provided the performance in question.

Art. 9

1 An offer is deemed not to have been made if its withdrawal reaches

the offeree before or at the same time as the offer itself or, where it arrives subsequently, if it is communicated to the offeree before he becomes aware of the offer.

2 The same applies to a withdrawal of an acceptance.

Art. 10

time acceptance is sent.

2 Where express acceptance is not required, the contract takes effect

from the time the offer is received.

Art. 11

1 The validity of a contract is not subject to compliance with any

particular form unless a particular form is prescribed by law.

2 In the absence of any provision to the contrary on the significance

and effect of formal requirements prescribed by law, the contract is valid only if such requirements are satisfied.

4. Non-binding

offer, an- nouncement of prices, display

5. Publicly

promised remuneration

6. Withdrawal of offer and

acceptance

III. Entry into

B. Form of

contracts

I. Formal requirements and

significance in general

Code of Obligations

4 220

Art. 12

Where the law requires that a contract be done in writing, the require- ment also applies to any amendment to the contract with the exception of supplementary collateral clauses that do not conflict with the origi- nal document.

Art. 13

1 A contract required by law to be in writing must be signed by all

persons on whom it imposes obligations.

2 ...3

Art. 14

1 Signatures must be appended by hand by the parties to the contract.

2 A signature reproduced by mechanical means is recognised as suffi-

cient only where such reproduction is customarily permitted, and in particular in the case of signatures on large numbers of issued securi- ties.

2bis An authenticated electronic signature combined with an authenti-

cated time stamp within the meaning of the Federal Act of 18 March

20164 on Electronic Signatures is deemed equivalent to a handwritten

signature, subject to any statutory or contractual provision to the contrary.5

3 The signature of a blind person is binding only if it has been duly

certified or if it is proved that he was aware of the terms of the docu- ment at the time of signing.

Art. 15

Subject to the provisions relating to bills of exchange, any person unable to sign may make a duly certified mark by hand or give a certified declaration in lieu of a signature.

Art. 16

1 Where the parties agree to make a contract subject to formal re-

quirements not prescribed by law, it is presumed that the parties do not wish to assume obligations until such time as those requirements are satisfied.

3 Repealed by Annex No 2 to the FA of 19 Dec. 2003 on Electronic Signatures, with effect

from 1 Jan. 2005 (AS 2004 5085; BBl 2001 5679). 4 SR 943.03 5 Inserted by Annex No 2 to the FA of 19 Dec. 2003 on Electronic Signatures

(AS 2004 5085; BBl 2001 5679). Amended by Annex No II 4 of the FA of 18 March 2016 on Electronic Signatures, in force since 1 Jan. 2017 (AS 2016 4651; BBl 2014 1001).

II. Written form

1. Form required by law

a. Scope b. Effect c. Signature d. Mark in lieu of signature

2. Form stipulat-ed by contract

Federal Act on the Amendment of the Swiss Civil Code 5 220

2 Where the parties stipulate a written form without elaborating fur-

ther, the provisions governing the written form as required by law apply to satisfaction of that requirement.

Art. 17

An acknowledgment of debt is valid even if it does not state the cause of the obligation.

Art. 18

1 When assessing the form and terms of a contract, the true and com-

mon intention of the parties must be ascertained without dwelling on any inexact expressions or designations they may have used either in error or by way of disguising the true nature of the agreement.

2 A debtor may not plead simulation as a defence against a third party

who has become his creditor in reliance on a written acknowledgment of debt.

Art. 19

1 The terms of a contract may be freely determined within the limits of

the law.

2 Clauses that deviate from those prescribed by law are admissible

only where the law does not prescribe mandatory forms of wording or where deviation from the legally prescribed terms would contravene public policy, morality or rights of personal privacy.

Art. 20

1 A contract is void if its terms are impossible, unlawful or immoral.

2 However, where the defect pertains only to certain terms of a con-

tract, those terms alone are void unless there is cause to assume that the contract would not have been concluded without them.

Art. 21

1 Where there is a clear discrepancy between performance and consid-

lessness, the person suffering damage may declare within one year that he will not honour the contract and demand restitution of any perfor- mance already made.

2 The one-year period commences on conclusion of the contract.

C. Cause of

obligation

D. Interpretation

of contracts, simulation

E. Terms of the contract

I. Definition of terms

II. Nullity

III. Unfair advantage

Code of Obligations

6 220

Art. 22

1 Parties may reach a binding agreement to enter into a contract at a

later date.

2 Where in the interests of the parties the law makes the validity of a

contract conditional on observance of a particular form, the same applies to the agreement to conclude a contract.

Art. 23

A party labouring under a fundamental error when entering into a contract is not bound by that contract.

Art. 24

1 An error is fundamental in the following cases in particular:

1. where the party acting in error intended to conclude a contract

different from that to which he consented;

2. where the party acting in error has concluded a contract relat-

ing to a subject matter other than the subject matter he intend- ed or, where the contract relates to a specific person, to a per- son other than the one he intended;

3. where the party acting in error has promised to make a signifi-

cantly greater performance or has accepted a promise of a sig- nificantly lesser consideration than he actually intended;

4. where the error relates to specific facts which the party acting

in error considered in good faith to be a necessary basis for the contract.

2 However, where the error relates solely to the reason for concluding

the contract, it is not fundamental.

3 Calculation errors do not render a contract any less binding, but must

be corrected.

Art. 25

1 A person may not invoke error in a manner contrary to good faith.

2 In particular, the party acting in error remains bound by the contract

he intended to conclude, provided the other party accepts that contract.

Art. 26

1 A party acting in error and invoking that error to repudiate a contract

is liable for any damage arising from the nullity of the agreement where the error is attributable to his own negligence, unless the other party knew or should have known of the error.

IV. Agreement

to conclude a contract

F. Defect in consent

I. Error

1. Effect

2. Cases of

mistake

3. Invoking error

contrary to good faith

4. Error by negligence

Federal Act on the Amendment of the Swiss Civil Code 7 220

2 In the interests of equity, the court may award further damages to the

person suffering damage.

Art. 27

Where an offer to enter into a contract or the acceptance of that offer has been incorrectly communicated by a messenger or other intermedi- ary, the provisions governing error apply mutatis mutandis.

Art. 28

1 A party induced to enter into a contract by the fraud of the other

party is not bound by it even if his error is not fundamental.

2 A party who is the victim of fraud by a third party remains bound by

the contract unless the other party knew or should have known of the fraud at the time the contract was concluded.

Art. 29

1 Where a party has entered into a contract under duress from the other

party or a third party, he is not bound by that contract.

2 Where the duress originates from a third party and the other party

neither knew nor should have known of it, a party under duress who wishes to be released from the contract must pay compensation to the other party where equity so requires.

Art. 30

1 A party is under duress if, in the circumstances, he has good cause to

believe that there is imminent and substantial risk to his own life, limb, reputation or property or to those of a person close to him.

2 The fear that another person might enforce a legitimate claim is taken

into consideration only where the straitened circumstances of the party under duress have been exploited in order to extort excessive benefits from him.

Art. 31

1 Where the party acting under error, fraud or duress neither declares

to the other party that he intends not to honour the contract nor seeks restitution for the performance made within one year, the contract is deemed to have been ratified.

2 The one-year period runs from the time that the error or the fraud

was discovered or from the time that the duress ended.

3 The ratification of a contract made voidable by duress or fraud does

not automatically exclude the right to claim damages.

5. Incorrect intermediation

II. Fraud

III. Duress

1. Consent to

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