Darlehensvertrag

This template contains a Swiss law governed loan agreement (Darlehensvertrag) pursuant to the articles 312 et seq. of the Swiss Code of Obligations. This template (i.e. the questionnaire and the agreement it produces) is in German. Please note that templates in English and French are also available.

This template can be used in any context in which one party grants a loan to another party and is drafted in a way that either legal persons (juristische Personen) or natural persons (natürliche Personen) can be party to the agreement. The user may specify the amount and the currency of the loan and may choose between different options with regard to the interest, payment of the loan and of the interest, term of the loan, repayment of the loan etc.

The template also takes into account that loans between companies and their shareholders or related third parties require special tax consideration as such loans may constitute benefits in kind from a tax perspective. The Swiss Federal Tax Administration has issued circulars in which it has defined the minimum and maximum interest rates which are recognized for tax purposes. The questionnaire refers to such circulars and contains further information in this respect. In any case, however, it is highly advisable to obtain tax advice prior to executing a loan agreement.

Terms which are configurable to the user’s needs include:

• Details of the parties;
• Details regarding the loan (i.e. amount, currency, payment etc.);
• Details regarding the interest (i.e. interest rate, interest period, payment, compound interest etc.);
• Term of the loan;
• Early repayment options;
• Securities; and
• Jurisdiction.

Terms of Use

The purchase of this product is subject to the Supplier Terms as stated hereafter. The following Supplier Terms apply to any sale of legal documents where Meyerlustenberger Lachenal Froriep AG (MLL) is the seller and your contract partner. PartnerVine is not your contractual counterparty and you have no recourse to PartnerVine in respect of such purchases. Please consider, however, that the use of and access to the PartnerVine Platform by you is and remains governed by Part I, II and IV of the Terms & Conditions for the PartnerVine Platform.

With respect to the sale of legal documents by MLL to you the provisions as set out in Part III, Section 1, 2, 3 and 5 as well as Part IV, Section 1.2 of the Terms & Conditions for the PartnerVine Platform shall also apply to such purchases and are therefore incorporated in these Supplier Terms by reference. The provisions regarding the Use Rights / Use Restrictions as set out in Part III, Section 4 of the Terms & Conditions for the PartnerVine Platform are modified by these Supplier Terms in the following way: The first paragraph is not modified. The second, third, fourth and fifth paragraph are replaced by the following provisions:

• Users are permitted to access the document-generation interview for 90 days from the date of purchase.
• Users are entitled to export and download an unlimited number of copies of the document(s) in Word format.
• In case a legal entity has registered as a user, the document copies may be used by the employees of the legal entity and branches of the legal entity. However, the use rights of legal entities are not extended to any other company of a group of companies. Such other companies must obtain license rights on their own.
• Users are granted a simple, non-exclusive, non-sub-licensable and non-transferable right of use for the ordered legal documents during the contract term (as set out in Part IV, Section 1.2 of the Terms & Conditions of the PartnerVine Platform). The right of use entitles users to download the legal documents for personal limited commercial uses, i.e. for concluding a business contract with another business partner. The users are, however, without the explicit consent of MLL, not permitted to use the legal documents for unlimited commercial purposes, in particular, but not limited to the sub-license or transfer of the rights in the legal documents to any third party. Furthermore, the users are not permitted to sell or transfer in another form printed and digital copies of the legal documents to a third party in the sense of a resale.

Finally, Part IV, Section 7 of the Terms & Conditions for the PartnerVine Platform is modified with regard to contracts between you and MLL as follows:

• These Supplier Terms and the contracts based on them are exclusively governed by Swiss law with the exclusion of the Vienna Sales Convention.
• The competent courts in Zurich, Switzerland, shall have exclusive jurisdiction with respect to any dispute arising from or in connection with these Supplier Terms and the contracts between MLL and you.

Data Privacy Information

The collection and processing of your personal data entered in the course of the creation of your automated template is subject to the Privacy Policy for the PartnerVine Platform as referred to in the PartnerVine Terms.

Further the data may be collected and stored by the hosting platform of Coupa Software UK Limited, 17 Bevis Marks, 4th Floor, London EC3A 7LN (Coupa). Coupa provides the software with which automated templates offered by MLL are being created. Coupa’s current hosting platform provider is Amazon Web Services which stores the data in Dublin, Ireland.

Other Comments

In particular for loan agreements between companies and their shareholders or related parties, tax advice should be obtained prior to executing this agreement.