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Art. 1
A. Conclusion of the contract
I. Mutual expression of intent
1. In general
1The conclusion of a contract requires a mutual expression of intent by the parties. 2The expression of intent may be express or implied.
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Art. 2
1Where the parties have agreed on all the essential terms, it is presumed that the contract will be binding notwithstanding any reservation on secondary terms. 2In 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. 3The foregoing is subject to the provisions governing the form of contracts.
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Art. 3
II. Offer and acceptance
1. Offer subject to time limit
1A 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. 2He is no longer bound if no acceptance has reached him on expiry of the time limit.
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Art. 4
2. Offer without time limit
a. In the parties’ presence
1Where an offer is made in the offeree’s presence and no time limit for acceptance is set, it is no longer binding on the offeror unless the offeree accepts it immediately. 2Contracts concluded by telephone are deemed to have been concluded in the parties’ presence where they or their agents communicated in person.
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Art. 5
b. In the parties’ absence
1Where an offer is made in the offeree’s absence and no time limit for 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. 2He may assume that his offer has been promptly received. 3Where 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 immediately inform the offeree.
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Art. 6
Where the particular nature of the transaction or the circumstances are such that express acceptance cannot reasonably be expected, the contract is deemed to have been concluded if the offer is not rejected within a reasonable time.
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Art. 6a
1The sending of unsolicited goods does not constitute an offer. 2The recipient is not obliged to return or keep such goods. 3Where unsolicited goods have obviously been sent in error, the recipient must inform the sender.
1 Inserted by No I of the FA of 5 Oct. 1990, in force since 1 July 1991 (AS 1991 846; BBl 1986 II 354).
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Art. 7
4. Non-binding offer, announcement of prices, display
1An offeror is not bound by his offer if he has made express declaration to that effect or such a reservation arises from the circumstances or from the particular nature of the transaction. 2The sending of tariffs, price lists and the like does not constitute an offer. 3By contrast, the display of merchandise with an indication of its price does generally constitute an offer.
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Art. 8
5. Publicly promised remuneration
1A person who publicly promises remuneration or a reward in exchange for the performance of an act must pay in accordance with his promise. 2If 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.
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Art. 9
6. Withdrawal of offer and acceptance
1An 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. 2The same applies to a withdrawal of an acceptance.
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Art. 10
III. Entry into effect of a contract concluded in the parties’ absence
1A contract concluded in the parties’ absence takes effect from the time acceptance is sent. 2Where express acceptance is not required, the contract takes effect from the time the offer is received.
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Art. 11
B. Form of contracts
I. Formal requirements and significance in general
1The validity of a contract is not subject to compliance with any particular form unless a particular form is prescribed by law. 2In 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.
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Art. 12
II. Written form
1. Form required by law
a. Scope
Where the law requires that a contract be done in writing, the requirement also applies to any amendment to the contract with the exception of supplementary collateral clauses that do not conflict with the original document.
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Art. 13
1A contract required by law to be in writing must be signed by all persons on whom it imposes obligations. 2...1
1 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).
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Art. 14
1Signatures must be appended by hand by the parties to the contract. 2A signature reproduced by mechanical means is recognised as sufficient only where such reproduction is customarily permitted, and in particular in the case of signatures on large numbers of issued securities. 2bisAn authenticated electronic signature combined with an authenticated time stamp within the meaning of the Federal Act of 18 March 20161 on Electronic Signatures is deemed equivalent to a handwritten signature, subject to any statutory or contractual provision to the contrary.2 3The 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 document at the time of signing.
1 SR 943.03 2 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).
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Art. 15
d. Mark in lieu of signature
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.
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Art. 16
2. Form stipulated by contract
1Where the parties agree to make a contract subject to formal requirements not prescribed by law, it is presumed that the parties do not wish to assume obligations until such time as those requirements are satisfied. 2Where the parties stipulate a written form without elaborating further, the provisions governing the written form as required by law apply to satisfaction of that requirement.
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Art. 17
C. Cause of obligation
An acknowledgment of debt is valid even if it does not state the cause of the obligation.
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Art. 18
D. Interpretation of contracts, simulation
1When assessing the form and terms of a contract, the true and common 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. 2A 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.
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Art. 19
E. Terms of the contract
I. Definition of terms
1The terms of a contract may be freely determined within the limits of the law. 2Clauses 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.
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Art. 20
1A contract is void if its terms are impossible, unlawful or immoral. 2However, where the defect pertains only to certain terms of a contract, those terms alone are void unless there is cause to assume that the contract would not have been concluded without them.
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Art. 21
1Where there is a clear discrepancy between performance and consideration under a contract concluded as a result of one party’s exploitation of the other’s straitened circumstances, inexperience or thoughtlessness, the person suffering damage may declare within one year that he will not honour the contract and demand restitution of any performance already made. 2The one-year period commences on conclusion of the contract.
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Art. 22
IV. Agreement to conclude a contract
1Parties may reach a binding agreement to enter into a contract at a later date. 2Where 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.
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Art. 23
F. Defect in consent
I. Error
1. Effect
A party labouring under a fundamental error when entering into a contract is not bound by that contract.
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Art. 24
1An 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 relating to a subject matter other than the subject matter he intended or, where the contract relates to a specific person, to a person other than the one he intended;
- 3.
- where the party acting in error has promised to make a significantly greater performance or has accepted a promise of a significantly 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.
2However, where the error relates solely to the reason for concluding the contract, it is not fundamental. 3Calculation errors do not render a contract any less binding, but must be corrected.
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Art. 25
3. Invoking error contrary to good faith
1A person may not invoke error in a manner contrary to good faith. 2In particular, the party acting in error remains bound by the contract he intended to conclude, provided the other party accepts that contract.
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Art. 26
4. Error by negligence
1A 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. 2In the interests of equity, the court may award further damages to the person suffering damage.
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Art. 27
5. Incorrect intermediation
Where an offer to enter into a contract or the acceptance of that offer has been incorrectly communicated by a messenger or other intermediary, the provisions governing error apply mutatis mutandis.
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Art. 28
1A 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. 2A 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.
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Art. 29
III. Duress
1. Consent to contract
1Where a party has entered into a contract under duress from the other party or a third party, he is not bound by that contract. 2Where 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.
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Art. 30
2. Definition of duress
1A 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. 2The 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.
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Art. 31
IV. Defect of consent negated by ratification of the contract
1Where 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. 2The one-year period runs from the time that the error or the fraud was discovered or from the time that the duress ended. 3The ratification of a contract made voidable by duress or fraud does not automatically exclude the right to claim damages.
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Art. 32
G. Agency
I. With authorisation
1. In general
a. Effect of agency
1The rights and obligations arising from a contract made by an agent in the name of another person accrue to the person represented, and not to the agent. 2Where the agent did not make himself known as such when making the contract, the rights and obligations arising therefrom accrue directly to the person represented only if the other party must have inferred the agency relationship from the circumstances or did not care with whom the contract was made. 3Where this is not the case, the claim must be assigned or the debt assumed in accordance with the principles governing such measures.
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Art. 33
1Where authority to act on behalf of another stems from relationships established under public law, it is governed by the public law provisions of the Confederation or the cantons. 2Where such authority is conferred by means of the transaction itself, its scope is determined by that transaction. 3Where a principal grants such authority to a third party and informs the latter thereof, the scope of the authority conferred on the third party is determined according to wording of the communication made to him.
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Art. 34
2. Authority arising from a transaction
a. Restriction and revocation
1A principal authorising another to act on his behalf by means of a transaction may restrict or revoke such authority at any time without prejudice to any rights acquired by those involved under existing legal relationships, such as an individual contract of employment, a partnership agreement or an agency agreement.1 2Any advance waiver of this right by the principal is void. 3Where the represented party has expressly or de facto announced the authority he has conferred, he may not invoke its total or partial revocation against a third party acting in good faith unless he has likewise announced such revocation.
1 Amended by No II Art. 1 No 1 of the FA of 25 June 1971, in force since 1 Jan. 1972 (AS 1971 1465; BBl 1967 II 241). See also the Final and Transitional Provisions of Title X, at the end of this Code.
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Art. 35
b. Effect of death, incapacity, etc.
1The authority conferred by means of a transaction is extinguished on the loss of capacity to act, bankruptcy, death, or declaration of presumed death of the principal or the agent, unless the contrary has been agreed or is implied by the nature of the transaction.1 2The same applies on the dissolution of a legal entity or a company or partnership entered in the commercial register. 3The mutual personal rights of the parties are unaffected.
1 Amended by Annex No 10 of the FA of 19 Dec. 2008 (Adult Protection, Law of Persons and Law of Children), in force since 1 Jan. 2013 (AS 2011 725; BBl 2006 7001).
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Art. 36
c. Return of the instrument conferring authority
1Where an agent has been issued with an instrument setting out his authority, he must return it or deposit it with the court when that authority has ended. 2Where the principal or his legal successors have omitted to insist on the return of such instrument, they are liable to bona fide third parties for any damage arising from that omission.
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Art. 37
d. Time from which end of authority takes effect
1Until such time as an agent becomes aware that his authority has ended, his actions continue to give rise to rights and obligations on the part of the principal or the latter’s legal successors as if the agent's authority still existed. 2This does not apply in cases in which the third party is aware that the agent’s authority has ended.
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Art. 38
II. Without authority
1. Ratification
1Where a person without authority enters into a contract on behalf of a third party, rights and obligations do not accrue to the latter unless he ratifies the contract. 2The other party has the right to request that the represented party ratify the contract within a reasonable time, failing which he is no longer bound by it.
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Art. 39
1Where ratification is expressly or implicitly refused, action may be brought against the person who acted as agent for compensation in respect of any damage caused by the extinction of the contract unless he can prove that the other party knew or should have known that he lacked the proper authority. 2Where the agent is at fault, the court may order him to pay further damages on grounds of equity. 3In all cases, claims for unjust enrichment are reserved.
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Art. 40
III. Reservation of special provisions
The special provisions governing the authority of agents and governing bodies of companies and partnerships and of registered and other authorised agents are unaffected.
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Art. 40a
H. Revocation in door-to-door sales and similar contracts
I. Scope of application
1The following provisions apply to contracts relating to goods and services intended for the customer’s personal or family use where: - a.
- the supplier of the goods or services acted in a professional or commercial capacity; and
- b.
- the consideration from the buyer exceeds 100 francs.
2These provisions do not apply to insurance policies and to legal transactions that are entered into by financial institutions and banks within the framework of existing financial services contracts in accordance with the Federal Act of 15 June 20182.3 3In the event of significant change to the purchasing power of the national currency, the Federal Council shall adjust the sum indicated in para. 1 let. b accordingly.
1 Inserted by No I of the FA of 5 Oct. 1990, in force since 1 July 1991 (AS 1991 846; BBl 1986 II 354). 2 SR 950.1 3 Amended by Annex No 1 of the Financial Services Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).
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Art. 40b
A customer may revoke his offer to enter into a contract or his acceptance of such an offer if the transaction was proposed: - a.2
- at his place of work, on residential premises or in their immediate vicinity;
- b.
- on public transport or on a public thoroughfare;
- c.
- during a promotional event held in connection with an excursion or similar event;
- d.3
- by telephone or by a comparable means of simultaneous verbal communication.
1 Inserted by No I of the FA of 5 Oct. 1990, in force since 1 July 1991 (AS 1991 846; BBl 1986 II 354). 2 Amended by No I of the FA of 18 June 1993, in force since 1 Jan. 1994 (AS 1993 3120; BBl 1993 I 757). 3 Inserted by No I of the FA of 19 June 2015 (Revision of the right of revocation), in force since 1 Jan. 2016 (AS 2015 4107; BBl 2014 921 2993).
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Art. 40c
The customer has no right of revocation: - a.
- if he expressly requested the contractual negotiations;
- b.
- if he declared his offer or acceptance at a stand at a market or trade fair.
1 Inserted by No I of the FA of 5 Oct. 1990 (AS 1991 846; BBl 1986 II 354). Amended by No I of the FA of 18 June 1993, in force since 1 Jan. 1994 (AS 1993 3120; BBl 1993 I 757).
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Art. 40d
1The supplier must inform the customer in writing or in another form that may be evidenced by text of the latter’s right of revocation and of the form and time limit to be observed when exercising such right, and must provide his address.2 2Such information must be dated and permit identification of the contract in question. 3The information must be transmitted in such a manner that the customer is aware of it when he proposes or accepts the contract.3
1 Inserted by No I of the FA of 5 Oct. 1990 (AS 1991 846; BBl 1986 II 354). Amended by No I of the FA of 18 June 1993, in force since 1 Jan. 1994 (AS 1993 3120; BBl 1993 I 757). 2 Amended by No I of the FA of 19 June 2015 (Revision of the right of revocation), in force since 1 Jan. 2016 (AS 2015 4107; BBl 2014 921 2993). 3 Amended by No I of the FA of 19 June 2015 (Revision of the right of revocation), in force since 1 Jan. 2016 (AS 2015 4107; BBl 2014 921 2993).
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Art. 40e
V. Revocation
1. Form and time limit
1Revocation need not be in any particular form. The onus is on the customer to prove that he has revoked the contract within the time limit.2 2The prescriptive period for revocation is 14 days and commences as soon as the customer:3 - a.
- has proposed or accepted the contract; and
- b.
- has become aware of the information stipulated in Art. 40d.
3The onus is on the supplier to prove when the customer received the information stipulated in Art. 40d. 4The time limit is observed if, on the last day of the prescriptive period, the customer informs the supplier of revocation or posts his written notice of revocation.4
1 Inserted by No I of the FA of 5 Oct. 1990 (AS 1991 846; BBl 1986 II 354). Amended by No I of the FA of 18 June 1993, in force since 1 Jan. 1994 (AS 1993 3120; BBl 1993 I 757). 2 Amended by No I of the FA of 19 June 2015 (Revision of the right of revocation), in force since 1 Jan. 2016 (AS 2015 4107; BBl 2014 921 2993). 3 Amended by No I of the FA of 19 June 2015 (Revision of the right of revocation), in force since 1 Jan. 2016 (AS 2015 4107; BBl 2014 921 2993). 4 Amended by No I of the FA of 19 June 2015 (Revision of the right of revocation), in force since 1 Jan. 2016 (AS 2015 4107; BBl 2014 921 2993).
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Art. 40f
1Where the customer has revoked the contract, the parties must provide restitution for any performance already made. 2Where the customer has made use of the goods, he owes an appropriate rental payment to the supplier. 3Where the supplier has rendered services to him, the customer must reimburse the supplier for outlays and expenses incurred in accordance with the provisions governing agency (Art. 402). 4The customer does not owe the supplier any further compensation.
1 Inserted by No I of the FA of 5 Oct. 1990, in force since 1 July 1991 (AS 1991 846; BBl 1986 II 354).
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Art. 40g
1 Inserted by No I of the FA of 5 Oct. 1990 (AS 1991 846; BBl 1986 II 354). Repealed by Annex No 5 to the Civil Jurisdiction Act of 24 March 2000, with effect from 1 Jan. 2001 (AS 2000 2355; BBl 1999 2829).
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