An ap­pren­tice­ship con­tract is a con­tract whereby the em­ploy­er un­der­takes to provide an ap­pren­tice with the re­quis­ite train­ing for a par­tic­u­lar vo­ca­tion and the ap­pren­tice un­der­takes to work in the em­ploy­er’s ser­vice in or­der to ac­quire such train­ing.

¹ An ap­pren­tice­ship con­tract is val­id only if it is done in writ­ing.

² The con­tract must stip­u­late the nature and dur­a­tion of the vo­ca­tion­al train­ing, the salary, the pro­ba­tion peri­od, the work­ing hours and the hol­i­day en­ti­tle­ment.

³ The pro­ba­tion peri­od must be no less than one month and no longer than three months. Where not stip­u­lated by the parties in the con­tract, it is three months.

⁴ By agree­ment between the parties and with the con­sent of the can­ton­al au­thor­ity, the pro­ba­tion peri­od may ex­cep­tion­ally be ex­ten­ded be­fore its ex­piry to a fi­nal dur­a­tion of up to six months.

⁵ The con­tract may con­tain oth­er terms, in par­tic­u­lar re­gard­ing the sup­ply of work tools, con­tri­bu­tions to­wards the costs of board and lodgings, the pay­ment of in­sur­ance premi­ums and oth­er ob­lig­a­tions to be per­formed by the parties.

⁶ Any agree­ment re­strict­ing the ap­pren­tice’s free­dom to de­cide his vo­ca­tion­al activ­it­ies once the ap­pren­tice­ship is com­plete is void.

¹ The ap­pren­tice must do his ut­most to achieve the goal of the ap­pren­tice­ship.

² The ap­pren­tice’s leg­al rep­res­ent­at­ive must do his best to sup­port the em­ploy­er in his task and to foster a good re­la­tion­ship between the em­ploy­er and the ap­pren­tice.

¹ The em­ploy­er must en­sure that the vo­ca­tion­al train­ing is su­per­vised by a spe­cial­ist with the ne­ces­sary pro­fes­sion­al skills and per­son­al qual­it­ies.

² He must without de­duct­ing any salary al­low the ap­pren­tice the time re­quired to at­tend tech­nic­al col­lege and take in­ter­dis­cip­lin­ary courses and to sit the vo­ca­tion­al ex­am­in­a­tions on com­ple­tion of the ap­pren­tice­ship.

³ While the ap­pren­tice is still un­der the age of 20, the em­ploy­er must grant him a hol­i­day en­ti­tle­ment of at least five weeks per year of ap­pren­tice­ship.

⁴ He may al­loc­ate work out­side the rel­ev­ant vo­ca­tion­al field and piece work to the ap­pren­tice only in­so­far as such work is re­lated to the vo­ca­tion in which the ap­pren­tice is be­ing in­struc­ted and the train­ing is not thereby im­paired.

¹ Dur­ing the pro­ba­tion peri­od, the ap­pren­tice­ship re­la­tion­ship may be ter­min­ated at any time by giv­ing sev­en days’ no­tice.

² The ap­pren­tice­ship re­la­tion­ship may be ter­min­ated with im­me­di­ate ef­fect for good cause with­in the mean­ing of Art­icle 337, and in par­tic­u­lar where:

a.

the spe­cial­ist su­per­vising the train­ing lacks the pro­fes­sion­al skills or per­son­al qual­it­ies re­quired to train the ap­pren­tice;

b.

the ap­pren­tice does not have the phys­ic­al or in­tel­lec­tu­al aptitude re­quired for his train­ing or if his health or mor­als are in doubt; the ap­pren­tice and, where ap­plic­able, his leg­al rep­res­ent­at­ive must be heard be­fore­hand;

c.

the train­ing can­not be com­pleted or can only be com­pleted un­der fun­da­ment­ally dif­fer­ent con­di­tions

¹ At the end of the ap­pren­tice­ship, the em­ploy­er must provide the ap­pren­tice with a cer­ti­fic­ate set­ting out the re­quis­ite in­form­a­tion con­cern­ing the vo­ca­tion­al train­ing ac­quired and the dur­a­tion of the ap­pren­tice­ship.

² At the re­quest of the ap­pren­tice or his leg­al rep­res­ent­at­ive, the cer­ti­fic­ate must also give in­form­a­tion on the skills, achieve­ments and con­duct of the ap­pren­tice.

¹ Un­der a com­mer­cial trav­el­ler’s con­tract, the com­mer­cial trav­el­ler un­der­takes to broker or con­clude all man­ner of trans­ac­tions on be­half of the own­er of a trad­ing, man­u­fac­tur­ing or oth­er type of com­mer­cial com­pany off the em­ploy­er’s busi­ness premises in ex­change for pay­ment of a salary.

² Any em­ploy­ee who is not primar­ily en­gaged in it­in­er­ant activ­it­ies or who works only oc­ca­sion­ally or tem­por­ar­ily for the em­ploy­er or who acts as a trav­el­ling sales­man for his own ac­count is not con­sidered a com­mer­cial trav­el­ler.

¹ The em­ploy­ment re­la­tion­ship is defined by writ­ten con­tract which stip­u­lates in par­tic­u­lar:

a.

the dur­a­tion and ter­min­a­tion of the em­ploy­ment re­la­tion­ship;

b.

the com­mer­cial trav­el­ler’s au­thor­ity;

c.

the re­mu­ner­a­tion and re­im­burse­ment of ex­penses;

d.

the ap­plic­able law and the for­um, where one of the parties is res­id­ent abroad.

² In the ab­sence of a writ­ten con­tract, the mat­ters spe­cified in the pre­vi­ous para­graph are de­term­ined by stat­utory pro­vi­sion and cus­tom­ary work­ing con­di­tions.

³ An or­al agree­ment is val­id only with re­gard to the com­mence­ment of ser­vice, the nature and loc­a­tion of the com­mer­cial travel and oth­er terms that do not con­tra­dict the stat­utory pro­vi­sions or the writ­ten con­tract.

¹ The com­mer­cial trav­el­ler must vis­it the cli­ents in the pre­scribed man­ner un­less there is just cause to vary it; he may neither broker nor con­clude trans­ac­tions on his own be­half or on be­half of a third party without the writ­ten con­sent of the em­ploy­er.

² Where the com­mer­cial trav­el­ler is au­thor­ised to con­clude trans­ac­tions, he must com­ply with the pre­scribed prices and oth­er terms and con­di­tions and must de­clare that any changes thereto are sub­ject to ap­prov­al by the em­ploy­er.

³ The com­mer­cial trav­el­ler must re­port reg­u­larly on his activ­it­ies, pass on all or­ders re­ceived im­me­di­ately to the em­ploy­er and no­ti­fy the em­ploy­er of any mat­ters of note that con­cern his cli­ents.

¹ Any agree­ment whereby the com­mer­cial trav­el­ler is made li­able for the cli­ent’s pay­ment or any oth­er type of per­form­ance of the cli­ent’s ob­lig­a­tions or for all or part of the re­cov­ery costs is void.

² Where the com­mer­cial trav­el­ler con­cludes trans­ac­tions with private in­di­vidu­als, he may by means of a writ­ten un­der­tak­ing as­sume li­ab­il­ity in a giv­en trans­ac­tion for at most one-quarter of the losses in­curred by the em­ploy­er as a res­ult of non-per­form­ance of the cli­ent’s ob­lig­a­tions, on con­di­tion that an ap­pro­pri­ate del cre­dere com­mis­sion is agreed.

³ In the case of in­sur­ance policies the trav­el­ling in­sur­ance broker may by means of a writ­ten un­der­tak­ing as­sume li­ab­il­ity for at most one-half of the re­cov­ery costs where a single-pay­ment premi­um or premi­um in­stal­ments are not paid and he seeks their re­cov­ery by way of leg­al ac­tion or com­puls­ory ex­e­cu­tion.

¹ Un­less oth­er­wise agreed in writ­ing, a com­mer­cial trav­el­ler only has au­thor­ity to broker trans­ac­tions.

² Where the com­mer­cial trav­el­ler is au­thor­ised to con­clude trans­ac­tions, his powers ex­tend to all leg­al pro­ced­ures nor­mally as­so­ci­ated with their ex­e­cu­tion; however, without spe­cial au­thor­ity he may not take re­ceipt of pay­ments from cli­ents nor ap­prove pay­ment peri­ods.

³ Art­icle 34 of the Fed­er­al Act of 2 April 1908²¹⁷ on In­sur­ance Policies is re­served.

¹ Where a par­tic­u­lar area or cli­en­tele is al­loc­ated to the com­mer­cial trav­el­ler, it is deemed to have been al­loc­ated to him ex­clus­ively un­less oth­er­wise agreed in writ­ing; however, the em­ploy­er re­mains au­thor­ised to enter in­to trans­ac­tions per­son­ally with­in the area or cli­en­tele al­loc­ated to the com­mer­cial trav­el­ler.

² The em­ploy­er may uni­lat­er­ally vary the con­trac­tu­ally stip­u­lated area or cli­en­tele where le­git­im­ate reas­ons re­quire such vari­ation be­fore ex­piry of the no­tice to ter­min­ate the con­tract; however, where this is the case, the com­mer­cial trav­el­ler is en­titled to com­pens­a­tion and has good cause for ter­min­a­tion of the em­ploy­ment re­la­tion­ship.

¹ The em­ploy­er must pay the com­mer­cial trav­el­ler a salary con­sist­ing of a fixed salary com­pon­ent with or without com­mis­sion.

² A writ­ten agree­ment whereby the salary con­sists ex­clus­ively or prin­cip­ally of com­mis­sion is val­id only if such com­mis­sion gives ap­pro­pri­ate re­mu­ner­a­tion for the ser­vices of the com­mer­cial trav­el­ler.

³ The salary may be freely de­term­ined by writ­ten agree­ment for a pro­ba­tion peri­od of no more than two months.

¹ Where an area or cli­en­tele is al­loc­ated ex­clus­ively to a com­mer­cial trav­el­ler, the agreed or cus­tom­ary com­mis­sion is pay­able to him on all trans­ac­tions con­cluded by him or his em­ploy­er with­in such area or cli­en­tele.

² If a par­tic­u­lar area or cli­en­tele has not been al­loc­ated ex­clus­ively to him, the com­mer­cial trav­el­ler is en­titled to com­mis­sion only on trans­ac­tions that he per­son­ally brokered or con­cluded.

³ Where it is not yet pos­sible to cal­cu­late the pre­cise value of a trans­ac­tion when the com­mis­sion falls due, the ini­tial com­mis­sion pay­able is based on the min­im­um value cal­cu­lated by the em­ploy­er, with the bal­ance fall­ing due at the latest when the trans­ac­tion is ex­ecuted.

¹ Where the com­mer­cial trav­el­ler through no fault of his own is pre­ven­ted from trav­el­ling and his salary must non­ethe­less be paid to him by law or by con­tract, it is cal­cu­lated on the basis of the fixed salary com­pon­ent plus ap­pro­pri­ate com­pens­a­tion for loss of com­mis­sion.

² Where the com­mis­sion makes up less than one-fifth of the salary, it may be agreed in writ­ing that no com­pens­a­tion for loss of com­mis­sion is owed to him should he be pre­ven­ted from trav­el­ling through no fault of his own.

³ Where a com­mer­cial trav­el­ler who is pre­ven­ted from trav­el­ling through no fault of his own re­ceives his full salary, at the em­ploy­er’s re­quest he must carry out work on the busi­ness premises to the ex­tent he is cap­able of such work and it may reas­on­ably be re­quired of him.

¹ Where the com­mer­cial trav­el­ler works for sev­er­al em­ploy­ers at the same time and there is no writ­ten agree­ment stip­u­lat­ing how ex­penses are to be di­vided, each em­ploy­er must re­im­burse an equal share.

² Any agree­ment stip­u­lat­ing that the fixed salary com­pon­ent or com­mis­sion in­cludes re­im­burse­ment of all or part of the ex­penses is void.

¹ By way of se­cur­ing claims due to him un­der the em­ploy­ment re­la­tion­ship and, in the event that the em­ploy­er be­comes in­solv­ent, claims that are not yet due, the com­mer­cial trav­el­ler has a spe­cial li­en on chat­tels and se­cur­it­ies and on any pay­ments re­ceived from cli­ents by vir­tue of an au­thor­ity to col­lect with which he has been ves­ted.

² The li­en does not ex­tend to travel tick­ets, price lists, cli­ent lists and oth­er doc­u­ments.

¹ Where com­mis­sion makes up at least one-fifth of a com­mer­cial trav­el­ler’s salary and is sub­ject to ma­jor sea­son­al fluc­tu­ations, and where the com­mer­cial trav­el­ler has worked for the em­ploy­er since the end of the pre­vi­ous sea­son, any no­tice of ter­min­a­tion served on him by the em­ploy­er dur­ing the fol­low­ing sea­son may not ex­pire un­til the end of the second month fol­low­ing the month in which it was served.

² On the same con­di­tions, where a com­mer­cial trav­el­ler has been re­tained by an em­ploy­er un­til the end of one sea­son any no­tice of ter­min­a­tion giv­en by him dur­ing the peri­od pri­or to the be­gin­ning of the fol­low­ing sea­son may not ex­pire un­til the end of the second month fol­low­ing the month in which it was served.

¹ At the end of the em­ploy­ment re­la­tion­ship, the com­mer­cial trav­el­ler is en­titled to com­mis­sion on all the trans­ac­tions that he con­cluded or brokered and on all or­ders passed on to the em­ploy­er be­fore the end of the em­ploy­ment re­la­tion­ship, whatever the date of their ac­cept­ance or ex­e­cu­tion.

² The com­mer­cial trav­el­ler must re­turn to the em­ploy­er all samples, pat­terns and mod­els, price lists, cus­tom­er lists and oth­er doc­u­ments sup­plied to him for his work activ­it­ies by the end of the em­ploy­ment re­la­tion­ship, sub­ject to the right of li­en.

Un­der a home­work­er’s con­tract, the home­work­er²¹⁸ un­der­takes to work for the em­ploy­er in re­turn for a salary, such work to be car­ried out alone or with mem­bers of his fam­ily and in his home or on oth­er premises of his choos­ing.

¹ Be­fore each work as­sign­ment is giv­en to the home­work­er, the em­ploy­er must in­form him of the ap­plic­able con­di­tions and spe­cific­a­tions to the ex­tent these are not already covered by the gen­er­al terms and con­di­tions of em­ploy­ment; he must spe­cify the ma­ter­i­als to be pro­cured by the home­work­er and state in writ­ing the amounts to be re­im­bursed for such ma­ter­i­als and the salary.

² If in­form­a­tion re­gard­ing the salary and the amounts to be re­im­bursed for ma­ter­i­als pro­cured by the home­work­er is not giv­en in writ­ing be­fore the work is al­loc­ated, the cus­tom­ary terms and con­di­tions of em­ploy­ment are ap­plic­able.

¹ The home­work­er must start the work he has ac­cep­ted on time, fin­ish it by the agreed dead­line and de­liv­er the res­ults to the em­ploy­er.

² If the work is de­fect­ive and the home­work­er is at fault, he is ob­liged to rec­ti­fy it at his own ex­pense to the ex­tent that the de­fects can be re­moved.

¹ The home­work­er is ob­liged to treat the ma­ter­i­als and tools sup­plied by the em­ploy­er with all due care, to give ac­count of how they are used and to re­turn tools and un­used ma­ter­i­als to the em­ploy­er.

² Where in the course of his work the home­work­er notes de­fects in the ma­ter­i­als or tools sup­plied, he must in­form the em­ploy­er im­me­di­ately and await fur­ther in­struc­tions be­fore con­tinu­ing work.

³ Where the ma­ter­i­als or tools sup­plied have been dam­aged through the fault of the home­work­er, he is li­able to the em­ploy­er at most for the re­place­ment cost.

¹ The em­ploy­er must in­spect the com­pleted work on de­liv­ery and no­ti­fy the home­work­er of any de­fects with­in one week.

² Where the em­ploy­er fails to no­ti­fy de­fects to the home­work­er promptly, the work is deemed to have been ac­cep­ted.

¹ Where the home­work­er is en­gaged by the em­ploy­er on a con­tinu­ous basis, the salary for the work car­ried out is paid twice monthly or, with the home­work­er’s con­sent, at the end of each month, and oth­er­wise on de­liv­ery of the com­pleted work.

² Each salary pay­ment must be ac­com­pan­ied by a writ­ten state­ment giv­ing the reas­ons for any salary de­duc­tions that have been made.

¹ An em­ploy­er who en­gages the home work­er on a con­tinu­ous basis is ob­liged pur­su­ant to Art­icles 324 and 324a to pay his salary in the event that the em­ploy­er fails to ac­cept his work or he is pre­ven­ted from work­ing by per­son­al cir­cum­stances for which he is not at fault.

² In oth­er cases the em­ploy­er is not ob­liged to pay the salary pur­su­ant to Art­icles 324 and 324a.

¹ Where tri­al work is as­signed to the home­work­er, un­less oth­er­wise agreed the em­ploy­ment re­la­tion­ship is deemed to have been entered in­to on a tri­al basis for a fixed peri­od.

² Un­less oth­er­wise agreed, where the home­work­er is en­gaged by the em­ploy­er on a con­tinu­ous basis, the em­ploy­ment re­la­tion­ship is deemed to have been entered in­to for an in­def­in­ite peri­od, and in all oth­er cases it is deemed to have been entered in­to for a fixed peri­od.

The gen­er­al pro­vi­sions gov­ern­ing in­di­vidu­al em­ploy­ment con­tracts are ap­plic­able by way of sup­ple­ment to ap­pren­tice­ship con­tracts, com­mer­cial trav­el­ler’s con­tracts and home­work­er’s con­tracts.

¹ A col­lect­ive em­ploy­ment con­tract is a con­tract whereby em­ploy­ers or em­ploy­ers’ as­so­ci­ations and em­ploy­ees’ as­so­ci­ations jointly lay down clauses gov­ern­ing the con­clu­sion, nature and ter­min­a­tion of em­ploy­ment re­la­tion­ships between the em­ploy­ers and in­di­vidu­al em­ploy­ees.

² The col­lect­ive em­ploy­ment con­tract may also con­tain oth­er clauses, provided they per­tain to the re­la­tion­ship between em­ploy­ers and em­ploy­ees or are lim­ited to the for­mu­la­tion of such clauses.

³ Fur­ther, the col­lect­ive em­ploy­ment con­tract may define the mu­tu­al rights and ob­lig­a­tions of the con­tract­ing parties and the mon­it­or­ing and en­force­ment of the clauses spe­cified in the pre­vi­ous para­graphs.

⁴ Where more than one em­ploy­ers’ as­so­ci­ation and/or em­ploy­ees’ as­so­ci­ation is bound by the col­lect­ive em­ploy­ment con­tract either from the out­set or as a res­ult of sub­sequent ac­ces­sion with the con­sent of the ori­gin­al con­tract­ing parties, they have equal rights and ob­lig­a­tions there­un­der and any con­trary agree­ment is void.

¹ Any clause in a col­lect­ive em­ploy­ment con­tract or in­di­vidu­al agree­ment between the con­tract­ing parties in­ten­ded to com­pel an em­ploy­er or em­ploy­ee to join a con­tract­ing as­so­ci­ation is void.

² Any clause in a col­lect­ive em­ploy­ment con­tract or in­di­vidu­al agree­ment between the con­tract­ing parties in­ten­ded to ex­clude or re­strict the prac­tice of a par­tic­u­lar pro­fes­sion or oc­cu­pa­tion by an em­ploy­ee or his ac­quis­i­tion of the ne­ces­sary vo­ca­tion­al train­ing is void.

³ The clauses and agree­ments re­ferred to in the pre­vi­ous para­graph are val­id by way of ex­cep­tion if they are jus­ti­fied by over­rid­ing in­terests that war­rant pro­tec­tion, in par­tic­u­lar per­son­al health and safety or the qual­ity of work; however, deni­al of ac­cess to the pro­fes­sion is not an in­terest that war­rants pro­tec­tion.

¹ In­di­vidu­al em­ploy­ers and in­di­vidu­al em­ploy­ees in the ser­vice of em­ploy­ers bound by the col­lect­ive em­ploy­ment con­tract may ac­cede to it with the con­sent of the con­tract­ing parties, whereupon they be­come par­ti­cip­at­ing em­ploy­ers and em­ploy­ees.

² The col­lect­ive em­ploy­ment con­tract may stip­u­late the rules gov­ern­ing such ac­ces­sion. Un­reas­on­able con­di­tions at­tach­ing to ac­ces­sion, such as un­reas­on­able mon­et­ary con­tri­bu­tions, may be de­clared void or lim­ited to an ad­miss­ible level by the court; however, clauses and agree­ments in­ten­ded to set con­tri­bu­tions in fa­vour of one in­di­vidu­al con­tract­ing party are al­ways void.

³ Any clause in a col­lect­ive em­ploy­ment con­tract or in­di­vidu­al agree­ment between the con­tract­ing parties in­ten­ded to com­pel mem­bers of as­so­ci­ations to ac­cede to the col­lect­ive em­ploy­ment con­tract is void if such as­so­ci­ations are not en­titled to be­come party to it or to con­clude an ana­log­ous con­tract.

¹ The con­clu­sion of a col­lect­ive em­ploy­ment con­tract, its amend­ment and ter­min­a­tion by mu­tu­al agree­ment, the ac­ces­sion of a new con­tract­ing party and no­tice to ter­min­ate the con­tract are val­id only if done in writ­ing, as are de­clar­a­tions of ac­ces­sion by in­di­vidu­al em­ploy­ers or em­ploy­ees, the con­sent to such ac­ces­sion by the con­tract­ing parties pur­su­ant to Art­icle 356b para­graph 1 and no­tice to with­draw from the con­tract.

² Where the col­lect­ive em­ploy­ment con­tract is open-ended and does not provide oth­er­wise, after one year has elapsed any of the con­tract­ing parties may with­draw from it at any time by giv­ing six months’ no­tice, which is ef­fect­ive for all oth­er parties. The same ap­plies mu­tatis mutandis to parties sub­sequently ac­ced­ing to the con­tract.

¹ Un­less oth­er­wise stip­u­lated in the col­lect­ive em­ploy­ment con­tract, its pro­vi­sions re­lat­ing to the form­a­tion, nature and ter­min­a­tion of in­di­vidu­al em­ploy­ment re­la­tion­ships are bind­ing on the par­ti­cip­at­ing em­ploy­ers and em­ploy­ees for the dur­a­tion of the con­tract and may not be derog­ated.

² Any agree­ment between par­ti­cip­at­ing em­ploy­ers and em­ploy­ees that con­tra­dicts the com­puls­ory pro­vi­sions of the col­lect­ive em­ploy­ment con­tract is void and re­placed by those pro­vi­sions; however, such an agree­ment may be val­id if it is to the be­ne­fit of the em­ploy­ee.

¹ The con­tract­ing parties are ob­liged to en­sure com­pli­ance with the col­lect­ive em­ploy­ment con­tract; to this end as­so­ci­ations must ex­ert their in­flu­ence on their mem­bers and, where re­quired, have re­course to the means placed at their dis­pos­al by their art­icles of as­so­ci­ation and the law.

² Each con­tract­ing party has a duty to main­tain har­mo­ni­ous in­dus­tri­al re­la­tions and in par­tic­u­lar to re­frain from any hos­tile ac­tion on mat­ters reg­u­lated by the col­lect­ive em­ploy­ment con­tract; such duty ap­plies without re­stric­tion only where ex­pressly so agreed.

¹ A col­lect­ive em­ploy­ment con­tract con­cluded between as­so­ci­ations may stip­u­late that each con­tract­ing party has an ac­tion­able claim against the oth­er parties in the event that they fail to dis­charge their duty to en­sure that the par­ti­cip­at­ing em­ploy­ers and em­ploy­ees abide by the con­tract as re­gards the fol­low­ing mat­ters:

a.

the form­a­tion, nature and ter­min­a­tion of em­ploy­ment re­la­tion­ships, in re­spect of which the claim is for a de­clar­at­ory judg­ment only;

b.

the pay­ment of con­tri­bu­tions to equal­isa­tion funds or oth­er in­sti­tu­tions in con­nec­tion with the em­ploy­ment re­la­tion­ship, the rep­res­ent­a­tion of em­ploy­ees with­in busi­nesses and the main­ten­ance of har­mo­ni­ous in­dus­tri­al re­la­tions;

c.

mon­it­or­ing activ­it­ies, the pro­vi­sion of se­cur­ity and con­trac­tu­al pen­al­ties in re­la­tion to the pro­vi­sions set out in let­ters a and b.

² Clauses with­in the mean­ing of the pre­vi­ous para­graph may be agreed where the con­tract­ing parties are ex­pressly au­thor­ised so to do by their art­icles of as­so­ci­ation or res­ol­u­tion passed by their gov­ern­ing body.

³ Un­less oth­er­wise stip­u­lated in the col­lect­ive em­ploy­ment con­tract, the pro­vi­sions gov­ern­ing simple part­ner­ships ap­ply mu­tatis mutandis to re­la­tions between the con­tract­ing parties.

The man­dat­ory law of the Con­fed­er­a­tion and the can­tons takes pre­ced­ence over the col­lect­ive em­ploy­ment con­tract; however, oth­er pro­vi­sions may be agreed to the be­ne­fit of em­ploy­ees provided they do not con­flict with man­dat­ory law.

¹ The stand­ard em­ploy­ment con­tract is a con­tract in which clauses gov­ern­ing the form­a­tion, nature and ter­min­a­tion of cer­tain types of em­ploy­ment re­la­tion­ship are laid down.

² The can­tons shall draw up stand­ard em­ploy­ment con­tracts for ag­ri­cul­tur­al work­ers and do­mest­ic staff to reg­u­late in par­tic­u­lar work­ing hours, leis­ure time and em­ploy­ment con­di­tions for fe­male em­ploy­ees and minors.

³ Art­icle 358 is ap­plic­able mu­tatis mutandis to the stand­ard em­ploy­ment con­tract.

¹ Where the scope of ap­plic­a­tion of a stand­ard em­ploy­ment con­tract ex­tends over more than one can­ton, the Fed­er­al Coun­cil is re­spons­ible for is­su­ing it, but oth­er­wise the can­ton is re­spons­ible.

² Be­fore be­ing is­sued, the stand­ard em­ploy­ment con­tract shall be pub­lished in an ap­pro­pri­ate man­ner and a time lim­it set with­in which in­ter­ested parties may sub­mit their com­ments in writ­ing; fur­ther­more, the rel­ev­ant pro­fes­sion­al as­so­ci­ations and pub­lic bod­ies shall be con­sul­ted.

³ The stand­ard em­ploy­ment con­tract comes in­to force once it has been is­sued in ac­cord­ance with the pro­vi­sions gov­ern­ing of­fi­cial pub­lic­a­tions.

⁴ The same pro­ced­ure ap­plies to the res­cis­sion or amend­ment of a stand­ard em­ploy­ment con­tract.

¹ Un­less oth­er­wise agreed, the stand­ard em­ploy­ment con­tract ap­plies dir­ectly to the em­ploy­ment re­la­tion­ships that it gov­erns.

² The stand­ard em­ploy­ment con­tract may stip­u­late that agree­ments derog­at­ing from cer­tain of its pro­vi­sions must be done in writ­ing.

¹ Where the wages that are cus­tom­ary for a geo­graph­ic­al area, oc­cu­pa­tion or in­dustry are re­peatedly and un­fairly un­der­cut with­in a par­tic­u­lar oc­cu­pa­tion or eco­nom­ic sec­tor and there is no col­lect­ive em­ploy­ment con­tract lay­ing down a min­im­um wage that may be de­clared uni­ver­sally bind­ing, on ap­plic­a­tion by the tri­part­ite com­mis­sion as defined in Art­icle 360b,the com­pet­ent au­thor­ity may is­sue a fixed-term stand­ard em­ploy­ment con­tract provid­ing for a min­im­um wage var­ied by re­gion and, where ap­plic­able, by loc­al­ity in or­der to com­bat or pre­vent ab­us­ive prac­tices.

² The min­im­um wage must not con­flict with the pub­lic in­terest or pre­ju­dice the le­git­im­ate in­terests of oth­er eco­nom­ic sec­tors or sec­tions of the pop­u­la­tion. It must have due re­gard to the minor­ity in­terests of the eco­nom­ic sec­tors or oc­cu­pa­tions con­cerned that stem from re­gion­al and busi­ness di­versity.

³ In the case of re­peated in­fringe­ments of the pro­vi­sions on the min­im­um wage in a stand­ard em­ploy­ment con­tract in ac­cord­ance with para­graph 1 or if there is evid­ence that no longer us­ing the stand­ard em­ploy­ment con­tract may lead to fur­ther ab­us­ive prac­tices in terms of para­graph 1, at the re­quest of the tri­part­ite com­mis­sion, the com­pet­ent au­thor­ity may ex­tend the stand­ard em­ploy­ment con­tract for a lim­ited peri­od.²²⁰

¹ The Con­fed­er­a­tion and each can­ton shall es­tab­lish a tri­part­ite com­mis­sion con­sist­ing of an equal num­ber of em­ploy­ers’ and em­ploy­ees’ rep­res­ent­at­ives in ad­di­tion to rep­res­ent­at­ives of the state.

² Em­ploy­ers’ and em­ploy­ees’ as­so­ci­ations have the right to put for­ward can­did­ates for se­lec­tion as their rep­res­ent­at­ives with­in the mean­ing of para­graph 1.

³ The com­mis­sions mon­it­or the la­bour mar­ket. If they ob­serve ab­us­ive prac­tices with­in the mean­ing of Art­icle 360a para­graph 1, they nor­mally seek to reach agree­ment dir­ectly with the em­ploy­ers con­cerned. Where this can­not be achieved with­in two months, they pe­ti­tion the com­pet­ent au­thor­ity to is­sue a stand­ard em­ploy­ment con­tract fix­ing a min­im­um wage for the af­fected sec­tors or oc­cu­pa­tions.

⁴ If la­bour mar­ket con­di­tions in the af­fected sec­tors change, the tri­part­ite com­mis­sion pe­ti­tions the com­pet­ent au­thor­ity to amend or res­cind the stand­ard em­ploy­ment con­tract.

⁵ To en­able them to dis­charge their re­spons­ib­il­it­ies, the tri­part­ite com­mis­sions have the right to ob­tain in­form­a­tion and in­spect any busi­ness doc­u­ment ne­ces­sary to the con­duct of their in­vest­ig­a­tion. In the event of a dis­pute, a rul­ing is giv­en by a body spe­cially ap­poin­ted for this pur­pose by the Con­fed­er­a­tion or the can­ton, as ap­plic­able.

⁶ Where ne­ces­sary for the con­duct of their in­vest­ig­a­tions, on ap­plic­a­tion the tri­part­ite com­mis­sions may ob­tain per­son­al data con­tained in cor­por­ate col­lect­ive em­ploy­ment con­tracts from the Fed­er­al Stat­ist­ic­al Of­fice.²²²

¹ The mem­bers of tri­part­ite com­mis­sions are sub­ject to of­fi­cial secrecy; in par­tic­u­lar they are ob­liged to keep secret from third parties any in­form­a­tion of a com­mer­cial or private nature gained in the ex­er­cise of their of­fice.

² Such duty of secrecy re­mains in force even after mem­ber­ship of the tri­part­ite com­mis­sion has ceased.

¹ The stand­ard em­ploy­ment con­tract as defined in Art­icle 360a also ap­plies to em­ploy­ees who work only tem­por­ar­ily with­in its geo­graph­ic­al scope and to em­ploy­ees whose ser­vices have been loaned out.

² It is not per­miss­ible to derog­ate from a stand­ard em­ploy­ment con­tract as defined in Art­icle 360a to the det­ri­ment of the em­ploy­ee.

Em­ploy­ers’ and em­ploy­ees’ as­so­ci­ations have the right to ap­ply for a de­clar­at­ory judg­ment as to wheth­er an em­ploy­er is in com­pli­ance with the stand­ard em­ploy­ment con­tract as defined in Art­icle 360a.

A can­ton is­su­ing a stand­ard em­ploy­ment con­tract pur­su­ant to Art­icle 360a must for­ward a copy to the com­pet­ent fed­er­al of­fice²²⁷.

¹ It is not per­miss­ible to derog­ate from the fol­low­ing pro­vi­sions to the det­ri­ment of either the em­ploy­er or the em­ploy­ee by in­di­vidu­al agree­ment, stand­ard em­ploy­ment con­tract or col­lect­ive em­ploy­ment con­tract:

Art­icle 321c:

para­graph 1 (over­time);

Art­icle 323:

para­graph 4 (ad­vances);

Art­icle 323b:

para­graph 2 (set-off against coun­ter­vail­ing claims);

Art­icle 325:

para­graph 2 (as­sign­ment and pledge of salary claims);

Art­icle 326:

para­graph 2 (al­loc­a­tion of work);

Art­icle 329d:

para­graph 2 and 3 (hol­i­day pay);

Art­icle 331:

para­graphs 1 and 2 (em­ploy­ee be­ne­fits scheme con­tri­bu­tions);

Art­icle 331b:

(as­sign­ment and pledge of claims to oc­cu­pa­tion­al be­ne­fits);²²⁸

...²²⁹

Art­icle 334:

para­graph 3 (ter­min­a­tion of long-term em­ploy­ment re­la­tion­ships);

Art­icle 335:

(ter­min­a­tion of em­ploy­ment re­la­tion­ships);

Art­icle 335k:

(so­cial plan dur­ing bank­ruptcy or com­pos­i­tion pro­ceed­ings)²³⁰

Art­icle 336:

para­graph 1 (wrong­ful ter­min­a­tion);

Art­icle 336a:

(com­pens­a­tion in the event of wrong­ful ter­min­a­tion);

Art­icle 336b:

(com­pens­a­tion pro­ced­ure);

Art­icle 336d:

(ter­min­a­tion by the em­ploy­ee at an in­op­por­tune junc­ture);

Art­icle 337:

para­graphs 1 and 2 (ter­min­a­tion with im­me­di­ate ef­fect for good cause);

Art­icle 337b:

para­graph 1 (con­sequences of jus­ti­fied ter­min­a­tion);

Art­icle 337d:

(con­sequences of fail­ure to take up post or de­par­ture without just cause);

Art­icle 339:

para­graph 1 (ma­tur­ity of claims);

Art­icle 339a:

(re­turn);

Art­icle 340b:

para­graph 1 and 2 (con­sequences of in­fringe­ment of the pro­hib­i­tion of com­pet­i­tion);

Art­icle 342:

para­graph 2 (civil law ef­fects of pub­lic law);

...²³¹

Art­icle 346:

(early ter­min­a­tion of ap­pren­tice­ship con­tract);

Art­icle 349c:

para­graph 3 (pre­ven­tion from trav­el­ling);

Art­icle 350:

(ter­min­a­tion in spe­cial cases);

Art­icle 350a:

para­graph 2 (re­turn).²³²

² Any agree­ment or clause of a stand­ard em­ploy­ment con­tract or col­lect­ive em­ploy­ment con­tract that derog­ates from the afore­men­tioned pro­vi­sions to the det­ri­ment of the em­ploy­er or the em­ploy­ee is void.

¹ It is not per­miss­ible to derog­ate from the fol­low­ing pro­vi­sions to the det­ri­ment of the em­ploy­ee by in­di­vidu­al agree­ment, stand­ard em­ploy­ment con­tract or col­lect­ive em­ploy­ment con­tract:²³³

Art­icle 321e:

(em­ploy­ee’s li­ab­il­ity);

Art­icle 322a:

para­graphs 2 and 3 (share in the busi­ness res­ults);

Art­icle 322b:

para­graphs 1 and 2 (en­ti­tle­ment to com­mis­sion);

Art­icle 322c:

(state­ment of com­mis­sion);

Art­icle 323b:

para­graph 1, second sen­tence (salary state­ment);

Art­icle 324:

(salary where em­ploy­er fails to ac­cept work);

Art­icle 324a:

para­graphs 1 and 3 (salary where em­ploy­ee is pre­ven­ted from work­ing);

Art­icle 324b:

(salary where em­ploy­ee has com­puls­ory in­sur­ance);

Art­icle 326:

para­graphs 1, 3 and 4 (piece work);

Art­icle 326a:

(piece work rates);

Art­icle 327a:

para­graph 1 (re­im­burse­ment of ex­penses in gen­er­al);

Art­icle 327b:

para­graph 1 (re­im­burse­ment of ex­penses for mo­tor vehicles);

Art­icle 327c:

para­graph 2 (ad­vances for ex­penses);

Art­icle 328:

(pro­tec­tion of the em­ploy­ee’s per­son­al­ity rights in gen­er­al);

Art­icle 328a:

(pro­tec­tion of per­son­al­ity rights of em­ploy­ees liv­ing in the em­ploy­er’s house­hold);

Art­icle 328b:

(pro­tec­tion when hand­ling per­son­al data);²³⁴

Art­icle 329:

para­graphs 1, 2 and 3 (days off work);

Art­icle 329a:

para­graphs 1 and 3 (hol­i­day en­ti­tle­ment);

Art­icle 329b:

para­graphs 2 and 3 (re­duc­tion of hol­i­day en­ti­tle­ment);

Art­icle 329c:

(con­sec­ut­ive weeks and tim­ing of hol­i­days);

Art­icle 329d:

para­graph 1 (hol­i­day pay);

Art­icle 329e:

para­graphs 1 and 3 (leave for youth work);²³⁵

Art­icle 329f:

(ma­ter­nity leave);²³⁶

Art­icle 329g:

(par­ent­al leave);²³⁷

Art­icle 329g^bis:

(leave in the event of the moth­er’s death)²³⁸

Art­icle 329h:

(leave to care for fam­ily mem­bers);²³⁹

Art­icle 329i:

(Leave to care for a child whose health is ser­i­ously im­paired by ill­ness or ac­ci­dent);²⁴⁰

Art­icle 329j:

(Ad­op­tion leave);²⁴¹

Art­icle 330:

para­graphs 1, 3 and 4 (se­cur­ity);

Art­icle 330a:

(ref­er­ence);

Art­icle 331:

para­graphs 3 and 4 (con­tri­bu­tions and in­form­a­tion for em­ploy­ee be­ne­fits);

Art­icle 331a:

(be­gin­ning and end of in­sur­ance cov­er);²⁴²

...²⁴³

Art­icle 332:

para­graph 4 (re­mu­ner­a­tion for in­ven­tions);

Art­icle 333:

para­graph 3 (li­ab­il­ity in the event of trans­fer of em­ploy­ment re­la­tion­ships);

Art­icle 335c:

(no­tice peri­ods)²⁴⁴

Art­icle 335i:

(duty to ne­go­ti­ate in or­der to con­clude a so­cial plan)²⁴⁵

Art­icle 335j:

(pre­par­a­tion of the so­cial plan by an ar­bit­ral tribunal)²⁴⁶

Art­icle 336:

para­graph 2 (wrong­ful ter­min­a­tion by the em­ploy­er);

Art­icle 336c:

(ter­min­a­tion by the em­ploy­er at an in­op­por­tune junc­ture);

Art­icle 337a:

(ter­min­a­tion with im­me­di­ate ef­fect be­cause salary is at risk);

Art­icle 337c:

para­graph 1 (con­sequences of ter­min­a­tion without just cause);

Art­icle 338:

(death of the em­ploy­ee);

Art­icle 338a:

(death of the em­ploy­er);

Art­icle. 339b:

(Re­quire­ments for sev­er­ance al­low­ance);

Art­icle. 339d:

(be­ne­fits in lieu);

Art­icle. 340:

para­graph 1 (Re­quire­ments for pro­hib­i­tion of com­pet­i­tion);

Art­icle. 340a:

para­graph 1 (re­stric­tions on pro­hib­i­tion of com­pet­i­tion);

Art­icle. 340c:

(ex­tinc­tion of pro­hib­i­tion of com­pet­i­tion);

Art­icle. 341:

para­graph 1 (no right of waiver);

Art­icle. 345a:

(ob­lig­a­tions of the mas­ter²⁴⁷);

Art­icle. 346a:

(cer­ti­fic­ate of ap­pren­tice­ship);

Art­icle. 349a:

para­graph 1 (com­mer­cial trav­el­ler’s salary);

Art­icle. 349b:

para­graph 3 (pay­ment of com­mis­sion);

Art­icle. 349c:

para­graph 1 (salary where pre­ven­ted from trav­el­ling);

Art­icle. 349e:

para­graph 1 (com­mer­cial trav­el­ler’s li­en);

Art­icle. 350a:

para­graph 1 (com­mis­sion on ter­min­a­tion of the em­ploy­ment re­la­tion­ship);

Art­icle. 352a:

para­graph 3 (home work­er’s li­ab­il­ity);

Art­icle. 353:

(ac­cept­ance of com­pleted work);

Art­icle. 353a:

(pay­ment of salary);

Art­icle. 353b:

para­graph 1 (salary where home work­er is pre­ven­ted from work­ing).²⁴⁸

² Any agree­ment or clause of a stand­ard em­ploy­ment con­tract or col­lect­ive em­ploy­ment con­tract that derog­ates from the afore­men­tioned pro­vi­sions to the det­ri­ment of the em­ploy­ee is void.

A work con­tract is a con­tract whereby the con­tract­or un­der­takes to pro­duce a piece of work and the cus­tom­er un­der­takes to pay the con­tract­or for that work.

¹ The con­tract­or gen­er­ally has the same duty of care as the em­ploy­ee in an em­ploy­ment re­la­tion­ship.²⁴⁹

² The con­tract­or is ob­liged to carry out the work in per­son or to have it car­ried out un­der his per­son­al su­per­vi­sion, un­less the nature of the work is such that his per­son­al in­volve­ment is not re­quired.

³ Un­less oth­er­wise re­quired by agree­ment or cus­tom, the con­tract­or is ob­liged to sup­ply the re­sources, tools and ma­chinery ne­ces­sary for pro­du­cing the work at his own ex­pense.

¹ Where the con­tract­or is re­spons­ible for sup­ply­ing the ma­ter­i­als, he is li­able to the cus­tom­er for their qual­ity and has the same war­ranty ob­lig­a­tion as a seller.

² Where ma­ter­i­als are sup­plied by the cus­tom­er, the con­tract­or must treat them with all due care, give ac­count of how they are used and re­turn any that re­main un­used to the cus­tom­er.

³ If, when pro­du­cing the work, the con­tract­or notes de­fects in the ma­ter­i­als sup­plied or in the des­ig­nated con­struc­tion site or if any oth­er cir­cum­stance arises which might com­prom­ise the cor­rect or timely pro­duc­tion of the work, he must in­form the cus­tom­er im­me­di­ately, fail­ing which he shall him­self be li­able for any ad­verse con­sequences.

¹ Where the con­tract­or does not be­gin the work on time or delays its pro­duc­tion in breach of con­tract or, through no fault of the cus­tom­er, falls so far be­hind that there is no longer any pro­spect of com­plet­ing the work on time, the cus­tom­er is en­titled to with­draw from the con­tract without wait­ing for the agreed de­liv­ery date.

² Where dur­ing the pro­duc­tion of the work it be­comes evid­ent that, through the fault of the con­tract­or, the work will be pro­duced in a man­ner that is de­fect­ive or oth­er­wise con­trary to the con­tract, the cus­tom­er may set the con­tract­or or have the con­tract­or set an ap­pro­pri­ate time lim­it with­in which to take re­medi­al ac­tion and no­ti­fy him that any fail­ure to do so will res­ult in the hire of a third party to take such re­medi­al ac­tion or to com­plete the work at the risk and ex­pense of the con­tract­or.

¹ The cus­tom­er must in­spect the con­di­tion of the de­livered or com­pleted work as soon as feas­ible in the nor­mal course of busi­ness and must in­form the con­tract­or of any de­fects dis­covered.

² Each party is en­titled to re­quest that the work be in­spec­ted by ex­perts at his own ex­pense and that a leg­al re­cord be made of their find­ings.

¹ Where the work is so de­fect­ive or de­vi­ates from the con­trac­tu­al terms to such an ex­tent that the cus­tom­er has no use for it or can­not reas­on­ably be ex­pec­ted to ac­cept it, the cus­tom­er may re­fuse ac­cept­ance and, if the con­tract­or is at fault, seek dam­ages.

² In the case of minor de­fects in the work or only slight de­vi­ations from the con­trac­tu­al terms, the cus­tom­er may re­duce the price in pro­por­tion to the de­crease in its value or re­quire the con­tract­or to rec­ti­fy the work at his own ex­pense and to pay dam­ages if he was at fault, provided such rec­ti­fic­a­tion is pos­sible without ex­cess­ive cost to the con­tract­or.

³ In the case of works pro­duced on the cus­tom­er’s land or prop­erty which by their nature can­not be re­moved without dis­pro­por­tion­ate det­ri­ment, the cus­tom­er has only the rights stip­u­lated in para­graph 2.

The rights ac­cru­ing to the cus­tom­er in re­spect of de­fects in the work are for­feited if he is at fault for such de­fects due to hav­ing giv­en in­struc­tions con­cern­ing pro­duc­tion of the work that were con­trary to the ex­press warn­ings of the con­tract­or or for any oth­er reas­on.

¹ Once the com­pleted work has been ex­pressly or ta­citly ap­proved by the cus­tom­er, the con­tract­or is re­leased from all li­ab­il­ity save in re­spect of de­fects which could not have been dis­covered on ac­cept­ance and nor­mal in­spec­tion or were de­lib­er­ately con­cealed by the con­tract­or.

² Ta­cit ap­prov­al is pre­sumed where the cus­tom­er omits to in­spect the work and give no­tice of de­fects as provided by law.

³ Where de­fects come to light only sub­sequently, the cus­tom­er must no­ti­fy the con­tract­or as soon as he be­comes aware of them, oth­er­wise the work is deemed to have been ap­proved even in re­spect of such de­fects.

¹ The right of the cus­tom­er to bring claims due to de­fects in the work pre­scribes two years from ac­cept­ance of the work. However, the pre­script­ive peri­od amounts to five years where de­fects in a mov­able ob­ject that has been in­cor­por­ated in an im­mov­able work in a man­ner con­sist­ent with its nature and pur­pose have caused the work to be de­fect­ive.

² The cus­tom­er’s claims in re­spect of de­fects in an im­mov­able work against both the con­tract­or and any ar­chi­tect or en­gin­eer who provided ser­vices in con­nec­tion with such work pre­scribe five years after com­ple­tion of the work.

³ Oth­er­wise the rules gov­ern­ing pre­scrip­tion of the cor­res­pond­ing rights of a buy­er ap­ply mu­tatis mutandis.

¹ The cus­tom­er must pay for the work on com­ple­tion or de­liv­ery.

² Where the work is de­livered in stages and pay­ment in in­stal­ments has been agreed, the amount due for each stage of the work is pay­able on de­liv­ery there­of.

¹ Where the pay­ment was fixed in ad­vance as an ex­act amount, the con­tract­or is ob­liged to pro­duce the work for the agreed amount and may not charge more even if the work en­tailed more la­bour or great­er ex­pense than pre­dicted.

² However, where pro­duc­tion of the work was pre­ven­ted or ser­i­ously hindered by ex­traordin­ary cir­cum­stances that were un­fore­see­able or ex­cluded ac­cord­ing to the con­di­tions as­sumed by both parties, the court may at its dis­cre­tion au­thor­ise an in­crease in the price or the ter­min­a­tion of the con­tract.

³ The cus­tom­er must pay the full price even where the work has en­tailed less la­bour than pre­dicted.

Where the price was not fixed in ad­vance or fixed only as an ap­prox­im­ate amount, it is de­term­ined ac­cord­ing to the value of the work pro­duced and the ex­penses in­curred by the con­tract­or.

¹ Where an es­tim­ate agreed with the con­tract­or is ex­ceeded by a dis­pro­por­tion­ate amount through no fault of the cus­tom­er, he has the right to with­draw from the con­tract be­fore or after com­ple­tion.

² In the case of con­struc­tion work car­ried out on his land or prop­erty, the cus­tom­er is en­titled to an ap­pro­pri­ate re­duc­tion in the price or, if the work is not yet com­plete, to call a halt to the work and with­draw from the con­tract against equit­able com­pens­a­tion for work already done.

¹ If the work is des­troyed by ac­ci­dent pri­or to com­ple­tion or de­liv­ery, the con­tract­or is not en­titled to pay­ment for work done or of ex­penses in­curred un­less the cus­tom­er is in de­fault on ac­cept­ance of the work.

² In this case any loss of ma­ter­i­als is borne by the party that sup­plied them.

³ Where the work has been des­troyed either due to a de­fect in the ma­ter­i­als sup­plied or in the con­struc­tion site des­ig­nated by the cus­tom­er or as a res­ult of the meth­od of pro­duc­tion that he pre­scribed, the con­tract­or shall be en­titled to pay­ment for the work already done and of ex­penses in­curred that were not in­cluded in the price, provided he aler­ted the cus­tom­er to the risks in good time, and also to dam­ages if the cus­tom­er was at fault.

The cus­tom­er may with­draw from the con­tract at any time be­fore the work is com­pleted provided he pays for work already done and in­dem­ni­fies the con­tract­or in full.

¹ Where com­ple­tion of the work is rendered im­possible by chance oc­cur­rence af­fect­ing the cus­tom­er, the con­tract­or is en­titled to pay­ment for the work already done and of ex­penses in­curred that were not in­cluded in the price.

² Where the cus­tom­er is at fault for the im­possib­il­ity of per­form­ance, the con­tract­or may also claim dam­ages.

¹ Where the con­tract­or dies or be­comes in­cap­able of fin­ish­ing the work through no fault of his own, the work con­tract be­comes void if it was con­cluded in view of the per­son­al at­trib­utes of the con­tract­or.

² The cus­tom­er is ob­liged to ac­cept and pay for work already done to the ex­tent it is of use to him.

A pub­lish­ing con­tract is a con­tract whereby the ori­gin­at­or – the au­thor of a lit­er­ary or artist­ic work or his leg­al suc­cessor – un­der­takes to en­trust the work to a pub­lish­er, who un­der­takes to re­pro­duce and dis­trib­ute it.

¹ The au­thor’s rights to the work are trans­ferred to the pub­lish­er to the ex­tent and for as long as re­quired for per­form­ance of the con­tract.

² The ori­gin­at­or must give war­ranty to the pub­lish­er that he had the right to make the work avail­able for pub­lic­a­tion at the time the con­tract was con­cluded and, where it is sub­ject to copy­right pro­tec­tion, that he holds the copy­right.

³ Where all or part of the work has already been made avail­able for pub­lic­a­tion to a third party or the ori­gin­at­or is aware that it has already been pub­lished, he must in­form the pub­lish­er be­fore en­ter­ing in­to the con­tract.

¹ As long as the edi­tions of the work to which the pub­lish­er is en­titled have not yet been ex­hausted, the ori­gin­at­or may not make oth­er ar­range­ments re­gard­ing the work or parts there­of to the pub­lish­er’s det­ri­ment.

² News­pa­per art­icles or re­l­at­ively short pas­sages of magazine copy may be pub­lished else­where by the ori­gin­at­or at any time.

³ Con­tri­bu­tions to col­lec­tions or an­tho­lo­gies and re­l­at­ively lengthy magazine art­icles must not be pub­lished else­where by the ori­gin­at­or with­in three months of the ap­pear­ance in print of such con­tri­bu­tion or art­icle.

¹ Where no clause was agreed that stip­u­lates the num­ber of edi­tions, the pub­lish­er is en­titled to pro­duce only one.

² Where noth­ing was agreed, the pub­lish­er de­term­ines the size of the edi­tion but at the ori­gin­at­or’s re­quest must print at least enough to gen­er­ate reas­on­able sales, and once the first print run is com­pleted, he must not print any fur­ther cop­ies.

³ Where the pub­lish­ing con­tract con­fers pub­lish­ing rights for sev­er­al or all edi­tions of a work and the pub­lish­er fails to pro­duce a new edi­tion after the pre­vi­ous edi­tion is ex­hausted, the ori­gin­at­or may have the court set a time lim­it for the pub­lic­a­tion of a new edi­tion, fail­ing which the pub­lish­er for­feits such rights.

¹ The pub­lish­er is ob­liged to pub­lish the work in an ap­pro­pri­ate format without abridg­ment, ad­di­tion or al­ter­a­tion, to take reas­on­able steps to pub­li­cise the work and to de­vote the cus­tom­ary re­sources in or­der to pro­mote sales there­of.

² He must fix the price at his dis­cre­tion but not so high as to hinder sales of the work.

¹ The au­thor re­tains the right to cor­rect and im­prove his work provided this does not pre­ju­dice the in­terests or in­crease the li­ab­il­ity of the pub­lish­er, but must com­pensate the pub­lish­er for any un­fore­seen costs in­curred as a res­ult.

² The ed­it­or may not pro­duce a new ver­sion, edi­tion or print run of the work without hav­ing pre­vi­ously giv­en the au­thor the op­por­tun­ity to im­prove it.

¹ The right to pub­lish dif­fer­ent works by the same au­thor sep­ar­ately does not en­tail the right to pub­lish them to­geth­er in col­lec­ted edi­tion.

² Sim­il­arly, the right to pub­lish the com­plete works of an au­thor or all of his works in a giv­en genre does not give the pub­lish­er the right to pub­lish the in­di­vidu­al works sep­ar­ately.

Un­less oth­er­wise agreed with the pub­lish­er, the ori­gin­at­or re­tains the ex­clus­ive right to com­mis­sion a trans­la­tion of the work.

¹ The ori­gin­at­or is deemed en­titled to re­mu­ner­a­tion where in the cir­cum­stances the pre­sump­tion is that pub­lic­a­tion of the work would ne­ces­sar­ily in­volve such re­mu­ner­a­tion.

² The amount there­of is fixed by the court on the basis of ex­pert opin­ion.

³ Where the pub­lish­er is en­titled to pro­duce sev­er­al edi­tions, the pre­sump­tion is that the level of re­mu­ner­a­tion and the oth­er terms and con­di­tions for sub­sequent edi­tions are the same as for the first edi­tion.

¹ The re­mu­ner­a­tion is pay­able as soon as the com­plete work or, in the case of works ap­pear­ing in sep­ar­ate parts (volumes, fas­cicles, is­sues), each part there­of is prin­ted and ready for dis­tri­bu­tion.

² Where the re­mu­ner­a­tion is made partly or en­tirely con­tin­gent on ex­pec­ted sales, the pub­lish­er is ob­liged to pro­duce the cus­tom­ary re­cord of sales with cor­rob­or­at­ing doc­u­ment­a­tion.

³ Un­less oth­er­wise agreed, the ori­gin­at­or is en­titled to re­ceive the cus­tom­ary num­ber of com­pli­ment­ary cop­ies.

¹ If the work is des­troyed by chance after de­liv­ery to the pub­lish­er, he re­mains ob­liged to pay the au­thor’s re­mu­ner­a­tion.

² If the au­thor has a second copy of the des­troyed work, he must make it avail­able to the pub­lish­er, and oth­er­wise he must re­cre­ate the work where this is pos­sible with little ef­fort.

³ In either case he is en­titled to ap­pro­pri­ate com­pens­a­tion.

¹ If an edi­tion already pro­duced by the pub­lish­er is partly or en­tirely des­troyed by chance pri­or to its dis­tri­bu­tion, the pub­lish­er is en­titled to re­place the des­troyed cop­ies at his own ex­pense without giv­ing rise to a claim for ad­di­tion­al re­mu­ner­a­tion on the part of the ori­gin­at­or.

² The pub­lish­er is ob­liged to re­place the des­troyed cop­ies where this is pos­sible without dis­pro­por­tion­ate ex­pense.

¹ The con­tract is ex­tin­guished on the death or in­ca­pa­city of the au­thor be­fore the work is com­pleted or in the event that the au­thor is pre­ven­ted from com­plet­ing it through no fault of his own.

² By way of ex­cep­tion, the court may au­thor­ise the full or par­tial con­tinu­ation of the con­tract, where this is deemed both feas­ible and equit­able, and or­der any ne­ces­sary meas­ures.

³ In the event of the pub­lish­er’s bank­ruptcy, the ori­gin­at­or may en­trust the work to an­oth­er pub­lish­er un­less he is fur­nished with se­cur­ity for per­form­ance of the pub­lish­ing ob­lig­a­tions not yet due at the time bank­ruptcy pro­ceed­ings were com­menced.

¹ Where one or more au­thors ac­cept a com­mis­sion to work on a pro­ject ori­gin­ated by a pub­lish­er, they are en­titled only to the agreed re­mu­ner­a­tion.

² The pub­lish­er owns the copy­right to the work as a whole.

¹ A man­date is a con­tract whereby the man­datee un­der­takes to con­duct cer­tain busi­ness or provide cer­tain ser­vices in ac­cord­ance with the terms of the con­tract.

² Con­tracts for the pro­vi­sion of work or ser­vices not covered by any oth­er spe­cif­ic type of con­tract are sub­ject to the pro­vi­sions gov­ern­ing man­dates.

³ Re­mu­ner­a­tion is pay­able where agreed or cus­tom­ary.

A man­date is deemed to have been ac­cep­ted where it has not been de­clined im­me­di­ately and relates to busi­ness which is con­duc­ted by the man­datee by of­fi­cial ap­point­ment or on a pro­fes­sion­al basis or for which he has pub­licly offered his ser­vices.

¹ Un­less ex­pressly defined, the scope of the man­date is de­term­ined by the nature of the busi­ness to which it relates.

² In par­tic­u­lar, it in­cludes the au­thor­ity to carry out such trans­ac­tions as are re­quired for per­form­ance of the man­date.

³ The man­datee re­quires spe­cial au­thor­ity to agree a set­tle­ment, ac­cept an ar­bit­ra­tion award, ac­cept li­ab­il­it­ies un­der a bill of ex­change, ali­en­ate or en­cum­ber land or make gifts.²⁵¹

¹ A man­datee who has re­ceived in­struc­tions from the man­dat­or on how to con­duct the busi­ness en­trus­ted to him may de­vi­ate from them only to the ex­tent that cir­cum­stances pre­vent him from ob­tain­ing the man­dat­or’s per­mis­sion and that he may safely as­sume such per­mis­sion would have been forth­com­ing had the man­dat­or been aware of the situ­ation.

² Where such con­di­tions are not sat­is­fied and the man­datee nev­er­the­less de­vi­ates from the man­dat­or’s in­struc­tions to the lat­ter’s det­ri­ment, the man­date is deemed to have been per­formed only if the man­datee ac­cepts li­ab­il­ity for the res­ult­ant dam­age.

If it is an­ti­cip­ated that the man­dat­or will be­come per­man­ently in­cap­able of judge­ment, the man­datee must no­ti­fy the adult pro­tec­tion au­thor­ity at the man­dat­or's dom­i­cile if such no­ti­fic­a­tion ap­pears ap­pro­pri­ate in or­der to safe­guard the in­terests con­cerned.

¹ The man­datee gen­er­ally has the same duty of care as the em­ploy­ee in an em­ploy­ment re­la­tion­ship.²⁵³

² The man­datee is li­able to the man­dat­or for the di­li­gent and faith­ful per­form­ance of the busi­ness en­trus­ted to him.

³ He must con­duct such busi­ness in per­son un­less au­thor­ised or com­pelled by cir­cum­stance to del­eg­ate it to a third party or where such del­eg­a­tion is deemed ad­miss­ible by cus­tom.

¹ A man­datee who has del­eg­ated the busi­ness en­trus­ted to him to a third party without au­thor­ity is li­able for the lat­ter’s ac­tions as if they were his own.

² Where such del­eg­a­tion was au­thor­ised, he is li­able only for any fail­ure to act with due di­li­gence when se­lect­ing and in­struct­ing the third party.

³ In both cases, claims held by the man­datee against the third party may be en­forced by the man­dat­or dir­ectly against the third party.

¹ The man­datee is ob­liged at the man­dat­or’s re­quest, which may be made at any time, to give an ac­count of his activ­it­ies un­der the man­date and to re­turn any­thing re­ceived for whatever reas­on as a res­ult of such activ­it­ies.

² He must pay in­terest on any sums which he is late in for­ward­ing to the man­dat­or.

¹ Where the man­datee act­ing on the man­dat­or’s be­half ac­quires claims in his own name against third parties, such claims pass to the man­dat­or provided he has ful­filled all his ob­lig­a­tions to­wards the man­datee un­der the man­date re­la­tion­ship.

² The same ap­plies in re­la­tion to the man­datee’s as­sets if the man­datee is bank­rupt.

³ Sim­il­arly, where the man­datee is bank­rupt, the man­dat­or may claim chat­tels of which the man­datee took pos­ses­sion in his own name but on the man­dat­or’s be­half, sub­ject to the man­datee’s own rights of li­en.

¹ The man­dat­or is ob­liged to re­im­burse the man­datee for ex­penses in­curred in the prop­er per­form­ance of the man­date plus in­terest and to re­lease him from ob­lig­a­tions entered in­to.

² The man­dat­or must also com­pensate the man­datee for any dam­age in­curred in per­form­ance of the man­date un­less the man­dat­or can prove that the dam­age oc­curred through no fault of his own.

¹ Where sev­er­al per­sons con­clude a man­date as man­dat­ors, they are jointly and sev­er­ally li­able to the man­datee.

² Where sev­er­al per­sons con­clude a man­date as man­datees, they are jointly and sev­er­ally li­able to the man­dat­or and, save to the ex­tent they are au­thor­ised to del­eg­ate to third parties, may com­mit the man­dat­or only through joint ac­tion.

¹ The man­date may be re­voked or ter­min­ated at any time by either party.

² However, a party do­ing so at an in­op­por­tune junc­ture must com­pensate the oth­er for any res­ult­ant dam­age.

¹ Un­less oth­er­wise agreed or im­plied by the nature of the busi­ness, the man­date ends on loss of ca­pa­city to act, bank­ruptcy, death or de­clar­a­tion of pre­sumed death of the man­dat­or or the man­datee.²⁵⁴

² However, where ter­min­a­tion of the man­date jeop­ard­ises the man­dat­or’s in­terests, the man­datee, his heir or his rep­res­ent­at­ive is ob­liged to con­tin­ue con­duct­ing the busi­ness un­til such time as the man­dat­or, his heir or his rep­res­ent­at­ive is able to con­duct it him­self.

Ac­tions taken by the man­datee be­fore he be­came aware of the ter­min­a­tion of the man­date are bind­ing on the man­dat­or or his heir as if the con­tract had still been in force.

¹A per­son ac­cept­ing a man­date to broker a mar­riage or part­ner­ship un­der­takes, in ex­change for re­mu­ner­a­tion, to in­tro­duce the man­dat­or to per­sons who are po­ten­tial spouses or long-term part­ners.

² The pro­vi­sions gov­ern­ing simple man­dates are ap­plic­able by way of sup­ple­ment to mar­riage or part­ner­ship broker­age man­dates.

¹ Where the per­son to be in­tro­duced travels from or to a for­eign des­tin­a­tion, the man­datee must re­im­burse the costs of the re­turn jour­ney if this takes place with­in six months of ar­rival.

² Where the loc­al au­thor­ity has borne such costs, it is sub­rog­ated to the claim held by the per­son in­tro­duced against the man­datee.

³ The man­datee may claim re­im­burse­ment of such travel costs from the man­dat­or only up to the max­im­um amount stip­u­lated in the con­tract.

¹ Pro­fes­sion­al mar­riage and part­ner­ship broker­age activ­it­ies in­volving for­eign na­tion­als re­quire a li­cence is­sued by the au­thor­ity des­ig­nated by can­ton­al law and are reg­u­lated by that au­thor­ity.

² The Fed­er­al Coun­cil shall is­sue the im­ple­ment­ing pro­vi­sions and de­term­ine in par­tic­u­lar:

a.

the re­quire­ments for and term of the li­cence;

b.

the pen­al­ties im­posed on the man­datee in the event of non-com­pli­ance;

c.

the ob­lig­a­tion of the man­datee to fur­nish se­cur­ity for the costs of re­pat­ri­at­ing per­sons in­tro­duced un­der the man­date.

The con­tract must be done in writ­ing and con­tain the fol­low­ing in­form­a­tion:

1.

the name and ad­dress of each party;

2.

the num­ber and nature of the ser­vices that the man­datee un­der­takes to provide and the amount of the re­mu­ner­a­tion and costs, in par­tic­u­lar re­gis­tra­tion fees, cor­res­pond­ing to each ser­vice;

3.

the max­im­um amount owed to the man­datee by way of re­im­burse­ment for his de­fray­ing the costs of re­turn jour­neys of per­sons trav­el­ling to or from for­eign coun­tries (Art. 406b);

4.

the terms of pay­ment;

5.²⁵⁶

the right of the man­dat­or to give writ­ten no­tice of the re­voc­a­tion of his of­fer to enter in­to the con­tract or of his ac­cept­ance of the of­fer without com­pens­a­tion with­in 14 days;

6.²⁵⁷

the stip­u­la­tion that the man­datee is pro­hib­ited from ac­cept­ing any pay­ment be­fore the 14-day peri­od has ex­pired;

7.

the right of the man­dat­or to ter­min­ate the con­tract at any time, sub­ject to any li­ab­il­ity in dam­ages arising from ter­min­a­tion at an in­op­por­tune junc­ture.

¹ The con­tract does not be­come bind­ing on the man­dat­or un­til 14 days after he re­ceives a du­plic­ate signed by both parties. The man­datee must not ac­cept any pay­ment from the man­dat­or be­fore the 14-day peri­od has ex­pired.

² Dur­ing the peri­od un­der para­graph 1, the man­dat­or may give writ­ten no­tice of the re­voc­a­tion of his of­fer to enter in­to the con­tract or of his ac­cept­ance of the of­fer. Any ad­vance waiver of this right is in­val­id. In ad­di­tion, the pro­vi­sions on the con­sequences of re­voc­a­tion (Art. 40f) ap­ply mu­tatis mutandis.

³ No­tice of ter­min­a­tion must be done in writ­ing.

¹ Be­fore the con­tract is signed and throughout its dur­a­tion, the man­datee must in­form the man­dat­or of any par­tic­u­lar dif­fi­culties per­tain­ing to the lat­ter’s per­son­al cir­cum­stances that might arise in the per­form­ance of the ob­lig­a­tions there­un­der.

² When pro­cessing the man­dat­or’s per­son­al data, the man­datee is bound by a duty of dis­cre­tion; the pro­vi­sions of the Data Pro­tec­tion Act of 25 Septem­ber 2020²⁶⁰ ap­ply.²⁶¹

Where ex­cess­ive re­mu­ner­a­tion or ex­penses have been agreed, the man­dat­or may ap­ply to the court to re­duce these to an ap­pro­pri­ate amount.

¹ The pro­vi­sions gov­ern­ing man­dates and pay­ment in­struc­tions are ap­plic­able to let­ters of cred­it in which the prin­cip­al in­structs the ad­dress­ee to pay a spe­cified per­son the sums re­ques­ted by the lat­ter, wheth­er or not a max­im­um amount is stip­u­lated.

²Where the let­ter of cred­it does not stip­u­late a max­im­um amount and ob­vi­ously dis­pro­por­tion­ate amounts are re­ques­ted, the ad­dress­ee must no­ti­fy the prin­cip­al and with­hold pay­ment pending fur­ther in­struc­tions.

³The in­struc­tion con­veyed by means of a let­ter of cred­it is deemed to have been ac­cep­ted only where ac­cept­ance of a spe­cified amount has been de­clared.

¹ Where a per­son has re­ceived and ac­cep­ted a man­date to grant or re­new a loan to a third party in his own name and for his own ac­count but on the au­thor­isa­tion of the man­dat­or, the man­dat­or is li­able for the pay­ee’s ob­lig­a­tion in the same man­ner as a surety, provided that the man­datee has not ex­ceeded his au­thor­ity.

² The man­dat­or in­curs such li­ab­il­ity only where the au­thor­isa­tion was giv­en in writ­ing.

The man­dat­or may not plead as de­fence against the man­datee the fact that the pay­ee did not have per­son­al ca­pa­city to enter in­to the con­tract.

The man­dat­or ceases to be li­able for the ob­lig­a­tion where the man­datee has on his own au­thor­ity gran­ted the pay­ee an ex­ten­sion of the term of pay­ment or has neg­lected to pro­ceed against him as in­struc­ted by the man­dat­or.

The leg­al re­la­tion­ship between the man­dat­or and the third party gran­ted a loan is sub­ject to the pro­vi­sions gov­ern­ing the leg­al re­la­tion­ship between the surety and the prin­cip­al debt­or.

¹ A broker­age con­tract is a con­tract whereby the broker is giv­en the man­date to ar­range an op­por­tun­ity to con­clude a con­tract or to fa­cil­it­ate the con­clu­sion of a con­tract in ex­change for a fee.

² The broker­age con­tract is gen­er­ally sub­ject to the pro­vi­sions gov­ern­ing simple man­dates.

¹ The broker’s fee be­comes pay­able as soon as the in­form­a­tion he has giv­en or the in­ter­me­di­ary activ­it­ies he has car­ried out res­ult in the con­clu­sion of the con­tract.

² Where the con­tract is con­cluded sub­ject to a con­di­tion pre­ced­ent, the fee be­comes due only once such con­di­tion has been sat­is­fied.

³ Where there is a con­trac­tu­al un­der­tak­ing to re­im­burse the broker’s ex­penses, the broker may re­quest such re­im­burse­ment even if the trans­ac­tion fails to ma­ter­i­al­ise.

Where the amount of re­mu­ner­a­tion is not stip­u­lated, the parties are deemed to have agreed a fee de­term­ined by the tar­iff of fees, where such ex­ists, and oth­er­wise by cus­tom.

Where the broker acts in the in­terests of a third party in breach of the con­tract or pro­cures a prom­ise of re­mu­ner­a­tion from such party in cir­cum­stances tan­tamount to bad faith, he for­feits his right to a fee and to any re­im­burse­ment of ex­penses.

Where an ex­cess­ive fee has been agreed for identi­fy­ing an op­por­tun­ity to con­clude or for fa­cil­it­at­ing the con­clu­sion of an in­di­vidu­al em­ploy­ment con­tract or a pur­chase of im­mov­able prop­erty, on ap­plic­a­tion by the debt­or the court may re­duce the fee to an ap­pro­pri­ate amount.

The can­tons re­serve the right to en­act spe­cial reg­u­la­tions gov­ern­ing stock­brokers, of­fi­cial brokers and em­ploy­ment agen­cies.

¹ An agent is a per­son who un­der­takes to act on a con­tinu­ous basis as an in­ter­me­di­ary for one or more prin­cipals in fa­cil­it­at­ing or con­clud­ing trans­ac­tions on their be­half and for their ac­count without en­ter­ing in­to an em­ploy­ment re­la­tion­ship with them.²⁶⁵

² Un­less oth­er­wise agreed in writ­ing, the pro­vi­sions of this Sec­tion also ap­ply to per­sons act­ing as agents by way of sec­ond­ary oc­cu­pa­tion. The pro­vi­sions gov­ern­ing del cre­dere, pro­hib­i­tion of com­pet­i­tion and ter­min­a­tion of con­tracts for good cause may not be ex­cluded to the det­ri­ment of the agent.

¹ The pro­vi­sions gov­ern­ing broker­age con­tracts ap­ply by way of sup­ple­ment to agents act­ing as in­ter­me­di­ar­ies and those gov­ern­ing com­mis­sions ap­ply by way of sup­ple­ment to agents act­ing as prox­ies.

² ...²⁶⁶

¹ The agent must safe­guard the prin­cip­al’s in­terests with the di­li­gence of a prudent busi­ness­man.

² Ex­cept where oth­er­wise agreed in writ­ing, the agent may also act for oth­er prin­cipals.

³ He may as­sume li­ab­il­ity for the cli­ent’s pay­ment or any oth­er type of per­form­ance of the cli­ent’s ob­lig­a­tions or for all or part of the costs of re­cov­er­ing re­ceiv­ables only by means of a writ­ten un­der­tak­ing. The agent thereby ac­quires an in­ali­en­able en­ti­tle­ment to ad­equate spe­cial re­mu­ner­a­tion.

¹ The agent must not ex­ploit or re­veal the prin­cip­al’s trade secrets with which he has been en­trus­ted or of which he be­came aware by reas­on of the agency re­la­tion­ship even after the end of the com­mer­cial agency con­tract.

² The pro­vi­sions gov­ern­ing ser­vice con­tracts ap­ply mu­tatis mutandis to a con­trac­tu­al pro­hib­i­tion of com­pet­i­tion. Where such a pro­hib­i­tion has been agreed, on ter­min­a­tion of the con­tract the agent has an in­ali­en­able en­ti­tle­ment to ad­equate spe­cial re­mu­ner­a­tion.

¹ The agent is con­sidered to be au­thor­ised only to fa­cil­it­ate trans­ac­tions, to re­ceive no­tices of de­fects and oth­er de­clar­a­tions whereby cli­ents ex­er­cise or re­serve their rights in re­spect of de­fect­ive per­form­ance by the prin­cip­al, and to ex­er­cise the prin­cip­al’s rights to se­cure evid­ence there­of.

² By con­trast, the agent is not con­sidered to be au­thor­ised to ac­cept pay­ments, to grant time lim­its for pay­ments or to agree oth­er modi­fic­a­tions of the con­tract with cli­ents.

³ Art­icles 34 and 44 para­graph 3 of the Fed­er­al Act of 2 April 1908 on In­sur­ance Policies²⁶⁷ are re­served.

¹ The prin­cip­al must do everything in his power to en­able the agent to per­form his activ­it­ies suc­cess­fully. In par­tic­u­lar, he must fur­nish the agent with the ne­ces­sary doc­u­ment­a­tion.

² He must no­ti­fy the agent im­me­di­ately if he an­ti­cip­ates that the num­ber and/or volume of trans­ac­tions that will be pos­sible or de­sir­able is likely to be sub­stan­tially smal­ler than was agreed or to be ex­pec­ted in the cir­cum­stances.

³ Where a par­tic­u­lar area or cli­en­tele is al­loc­ated to the agent, it is al­loc­ated to him ex­clus­ively un­less oth­er­wise agreed in writ­ing.

¹ The agent is en­titled to the agreed or cus­tom­ary com­mer­cial agent’s com­mis­sion or sales com­mis­sion on all trans­ac­tions that he fa­cil­it­ated or con­cluded dur­ing the agency re­la­tion­ship and, un­less oth­er­wise agreed in writ­ing, on trans­ac­tions con­cluded dur­ing the agency re­la­tion­ship by the prin­cip­al without the agent’s in­volve­ment but with cli­ents ac­quired by him for trans­ac­tions of that kind.

² An agent to whom a par­tic­u­lar area or cli­en­tele has been al­loc­ated ex­clus­ively is en­titled to the agreed com­mis­sion or, in the ab­sence of such an agree­ment, the cus­tom­ary com­mis­sion on all trans­ac­tions con­cluded dur­ing the agency re­la­tion­ship with cli­ents be­long­ing to that area or cli­en­tele.

³ Un­less oth­er­wise agreed in writ­ing, the en­ti­tle­ment to the com­mis­sion is es­tab­lished as soon as the trans­ac­tion has been val­idly con­cluded with the cli­ent.

¹ The agent’s en­ti­tle­ment to com­mis­sion lapses sub­sequently where the ex­e­cu­tion of a con­cluded trans­ac­tion is pre­ven­ted for reas­ons not at­trib­ut­able to the prin­cip­al.

² By con­trast, the agent is not en­titled to any com­mis­sion where no con­sid­er­a­tion is giv­en in re­turn for the prin­cip­al's per­form­ance, or where the con­sid­er­a­tion is so lim­ited that the prin­cip­al can­not reas­on­ably be ex­pec­ted to pay any com­mis­sion.

Un­less oth­er­wise provided by agree­ment or cus­tom, the com­mis­sion falls due at the end of the cal­en­dar half-year in which the trans­ac­tion was con­cluded, where­as in in­sur­ance busi­ness the com­mis­sion falls due when the first an­nu­al premi­um has been paid.

¹ Where the agent is not ob­liged by writ­ten agree­ment to draw up a state­ment of com­mis­sion, the prin­cip­al must provide him with a writ­ten state­ment as at each due date in­dic­at­ing the trans­ac­tions on which com­mis­sion is pay­able.

² On re­quest, the agent must be gran­ted ac­cess to the books of ac­count or sup­port­ing doc­u­ments that are rel­ev­ant to such state­ment. The agent may not waive this right in ad­vance.

¹ Un­less oth­er­wise provided by agree­ment or cus­tom, the agent is en­titled to a col­lec­tion com­mis­sion on any amounts he col­lects and de­liv­ers to the prin­cip­al in ac­cord­ance with the lat­ter’s in­struc­tions.

² At the end of the agency re­la­tion­ship the agent loses his au­thor­ity to col­lect pay­ments and his en­ti­tle­ment to fur­ther col­lec­tion com­mis­sion.

¹ The prin­cip­al is ob­liged to pay the agent ap­pro­pri­ate com­pens­a­tion if, in breach of his leg­al or con­trac­tu­al ob­lig­a­tions, he is at fault in pre­vent­ing the agent from earn­ing the volume of com­mis­sion that was agreed or to be ex­pec­ted in the cir­cum­stances. Any agree­ment to the con­trary is void.

² Where an agent who is per­mit­ted to rep­res­ent only one prin­cip­al at a time is pre­ven­ted from work­ing through no fault of his own by ill­ness, Swiss com­puls­ory mil­it­ary ser­vice or sim­il­ar reas­ons, he is en­titled for a re­l­at­ively short peri­od to ad­equate com­pens­a­tion for loss of in­come, provided the com­mer­cial agency con­tract has las­ted for at least one year. The agent may not waive this right in ad­vance.

¹ Un­less oth­er­wise provided by agree­ment or cus­tom, the agent is not en­titled to re­im­burse­ment of costs and ex­penses in­curred in the nor­mal per­form­ance of his du­ties, but is en­titled to re­im­burse­ment of those in­curred as a res­ult of spe­cial in­struc­tions is­sued by the prin­cip­al or in the ca­pa­city of agent without au­thor­ity for the prin­cip­al, such as freight charges and cus­toms du­ties.

² The duty to re­im­burse costs and ex­penses ob­tains even where the trans­ac­tion fails to ma­ter­i­al­ise.

¹ By way of se­cur­ing claims due to him un­der the com­mer­cial agency re­la­tion­ship and, in the event that the prin­cip­al be­comes in­solv­ent, claims that are not yet due, the agent has a spe­cial li­en on chat­tels and se­cur­it­ies that he holds pur­su­ant to the con­tract and on any pay­ments re­ceived from cli­ents by vir­tue of an au­thor­ity to col­lect with which he has been ves­ted, and this right of li­en may not be waived in ad­vance.

² The li­en does not ex­tend to price lists and cli­ent lists.

¹ Where the com­mer­cial agency con­tract was con­cluded for a fixed term or its dur­a­tion is lim­ited by vir­tue of its pur­pose, it ends without no­tice on ex­piry of that term.

² Where a fixed-term com­mer­cial agency con­tract is ta­citly ex­ten­ded by both parties on ex­piry of its dur­a­tion, it is deemed to have been re­newed for the same dur­a­tion sub­ject to a max­im­um of one year.

³ Where ter­min­a­tion is sub­ject to pri­or no­tice, fail­ure by both parties to give no­tice is deemed ta­cit re­new­al of the con­tract.

¹ Where the com­mer­cial agency con­tract was not con­cluded for a fixed term and its dur­a­tion is not lim­ited by vir­tue of its pur­pose, it may be ter­min­ated by either party dur­ing the first year of the con­tract by giv­ing one month’s no­tice ex­pir­ing at the end of the fol­low­ing cal­en­dar month. Any agree­ment of a short­er no­tice peri­od must be done in writ­ing.

² Where the con­tract has las­ted for at least one year, it may be ter­min­ated by giv­ing two months’ no­tice ex­pir­ing at the end of a cal­en­dar quarter. However, the parties may agree a longer no­tice peri­od or a dif­fer­ent ter­min­a­tion date.

³ The no­tice peri­od must be the same for both the prin­cip­al and the agent.

¹The prin­cip­al and the agent may at any time ter­min­ate the con­tract with im­me­di­ate ef­fect for good cause.

² The pro­vi­sions gov­ern­ing ser­vice con­tracts ap­ply mu­tatis mutandis.

¹ The agency re­la­tion­ship ends on the death or in­ca­pa­city of the agent or the bank­ruptcy of the prin­cip­al.

² Where in es­sence the agency re­la­tion­ship was entered in­to with the prin­cip­al in per­son, it ends on his death.

¹ Un­less oth­er­wise provided by agree­ment or cus­tom, the agent is en­titled to com­mis­sion on or­ders sub­sequently placed by a cli­ent ac­quired by him dur­ing the agency re­la­tion­ship only if such or­ders are placed be­fore the end of the com­mer­cial agency con­tract.

² On ter­min­a­tion of the agency re­la­tion­ship, all the agent’s claims for com­mis­sion or re­im­burse­ment of ex­penses fall due.

³ A later due date may be agreed in writ­ing for com­mis­sion on trans­ac­tions to be per­formed in full or in part after the agency re­la­tion­ship has ended.

¹ Where the agent’s activ­it­ies have res­ul­ted in a sub­stan­tial ex­pan­sion of the prin­cip­al’s cli­en­tele and con­sid­er­able be­ne­fits ac­crue even after the end of the agency re­la­tion­ship to the prin­cip­al or his leg­al suc­cessor from his busi­ness re­la­tions with cli­ents ac­quired by the agent, the agent or his heirs have an in­ali­en­able claim for ad­equate com­pens­a­tion, provided this is not in­equit­able.

² The amount of such claim must not ex­ceed the agent’s net an­nu­al earn­ings from the agency re­la­tion­ship cal­cu­lated as the av­er­age for the last five years or, where short­er, the av­er­age over the en­tire dur­a­tion of the con­tract.

³ No claim ex­ists where the agency re­la­tion­ship has been dis­solved for a reas­on at­trib­ut­able to the agent.

By the time the agency re­la­tion­ship ends, each con­tract­ing party must re­turn to the oth­er everything re­ceived from him or from third parties for his ac­count dur­ing the re­la­tion­ship. The con­tract­ing parties’ rights of li­en are un­af­fected.

Any per­son who con­ducts the busi­ness of an­oth­er without au­thor­isa­tion is ob­liged to do so in ac­cord­ance with his best in­terests and pre­sumed in­ten­tion.

¹ The agent is li­able for neg­li­gence.

² However, where the agent ac­ted in or­der to avert im­min­ent dam­age to the prin­cip­al, his li­ab­il­ity is judged more le­ni­ently.

³ Where agency activ­it­ies are car­ried out against the ex­press or oth­er­wise re­cog­nis­able will of the prin­cip­al and the pro­hib­i­tion was neither im­mor­al nor il­leg­al, the agent is also li­able for chance oc­cur­rences un­less he can prove that they would have oc­curred even without his in­volve­ment.

¹ Where the agent lacked the ca­pa­city to enter in­to con­trac­tu­al com­mit­ments, he is li­able for his agency activ­it­ies only to the ex­tent that he is en­riched or ali­en­ated the en­rich­ment in bad faith.

² Fur­ther li­ab­il­ity in tort is re­served.

¹ Where agency activ­it­ies were in the best in­terests of the prin­cip­al, he is ob­liged to re­im­burse the agent for all ex­penses that were ne­ces­sary or use­ful and ap­pro­pri­ate in the cir­cum­stances plus in­terest, to re­lease him to the same ex­tent from all ob­lig­a­tions as­sumed and to com­pensate him at the court’s dis­cre­tion for any oth­er dam­age in­curred.

² Provided the agent ac­ted with all due care, the claim ac­crues to him even if the in­ten­ded out­come was not achieved.

³ Where the agent’s ex­penses are not re­im­bursed, he has the right of re­pos­ses­sion in ac­cord­ance with the pro­vi­sions gov­ern­ing un­just en­rich­ment.

¹ Where agency activ­it­ies were not car­ried out with the best in­terests of the prin­cip­al in mind, he is non­ethe­less en­titled to ap­pro­pri­ate any res­ult­ing be­ne­fits.

² The prin­cip­al is ob­liged to com­pensate the agent and re­lease him from ob­lig­a­tions as­sumed only to the ex­tent the prin­cip­al is en­riched.

Where the agent’s ac­tions are sub­sequently ap­proved by the prin­cip­al, the pro­vi­sions gov­ern­ing man­dates be­come ap­plic­able.

¹ A buy­ing or selling com­mis­sion agent is a per­son who, in re­turn for a com­mis­sion, buys or sells chat­tels or se­cur­it­ies in his own name but for the ac­count of an­oth­er (the prin­cip­al).

² The pro­vi­sions gov­ern­ing man­dates ap­ply to the com­mis­sion agency re­la­tion­ship, un­less oth­er­wise provided in this Title.

¹ The com­mis­sion agent must keep the prin­cip­al in­formed and in par­tic­u­lar must no­ti­fy him im­me­di­ately of the per­form­ance of the com­mis­sion con­tract.

² He is ob­liged to in­sure the goods on com­mis­sion only where so in­struc­ted by the prin­cip­al.

¹ Where the goods for sale on com­mis­sion are evid­ently de­fect­ive, the com­mis­sion agent must safe­guard the rights of re­course against the car­ri­er, se­cure evid­ence of the de­fect­ive con­di­tion of the goods, pre­serve the goods where pos­sible and no­ti­fy the prin­cip­al im­me­di­ately.

² If the com­mis­sion agent omits to ful­fil these ob­lig­a­tions, he is li­able for any dam­age caused by such omis­sion.

³ Where there is a risk that the goods for sale on com­mis­sion will rap­idly de­teri­or­ate, the com­mis­sion agent has the right and, should the in­terests of the prin­cip­al so re­quire, the ob­lig­a­tion to ar­range their sale with the as­sist­ance of the com­pet­ent au­thor­ity of the place where the goods are loc­ated.

¹ Where the com­mis­sion agent sells goods be­low the min­im­um price in­struc­ted, he is li­able to the prin­cip­al for the dif­fer­ence un­less he can prove that such sale aver­ted dam­age that the prin­cip­al would oth­er­wise have in­curred and that he was un­able to seek the prin­cip­al’s in­struc­tions in the time avail­able.

² Fur­ther­more, where the com­mis­sion agent is at fault, he must com­pensate the prin­cip­al for any oth­er dam­age caused by the breach of con­tract.

³ Where the com­mis­sion agent buys at a lower price or sells at a high­er price than in­struc­ted by the prin­cip­al, he is not per­mit­ted to re­tain the profit but must cred­it it to the prin­cip­al.

¹ A com­mis­sion agent who makes cash ad­vances or ex­tends cred­it to a third party without the con­sent of the prin­cip­al does so at his own risk.

²However, where sale on cred­it is the cus­tom­ary com­mer­cial prac­tice at the place of sale, the com­mis­sion agent is en­titled to sell on cred­it un­less the prin­cip­al has in­struc­ted oth­er­wise.

¹ Ex­cept where he ex­tends cred­it without au­thor­ity, the com­mis­sion agent is li­able for the debt­or’s pay­ment or per­form­ance of oth­er ob­lig­a­tions only to the ex­tent that he has ex­pressly as­sumed such li­ab­il­ity or if this is a cus­tom­ary com­mer­cial prac­tice at his place of busi­ness.

² A com­mis­sion agent who as­sumes li­ab­il­ity for per­form­ance by the debt­or is en­titled to spe­cial re­mu­ner­a­tion (del cre­dere com­mis­sion).

¹ The com­mis­sion agent is en­titled to re­im­burse­ment of all ad­vances, ex­penses and oth­er costs in­curred on the prin­cip­al’s be­half plus in­terest on all such amounts.

² He may also claim re­mu­ner­a­tion for stor­age and trans­port costs, though not for the wages of his em­ploy­ees.

¹ The com­mis­sion agent is en­titled to com­mis­sion on ex­e­cu­tion of the trans­ac­tion or fail­ure to ex­ecute it for a reas­on at­trib­ut­able to the prin­cip­al.

² In the case of trans­ac­tions that could not be ex­ecuted for oth­er reas­ons, the com­mis­sion agent is en­titled to re­mu­ner­a­tion for his en­deav­ours only to the ex­tent provided for by loc­al cus­tom.

¹ The com­mis­sion agent for­feits his right to com­mis­sion if he has ac­ted im­prop­erly to­wards the prin­cip­al and in par­tic­u­lar if he has se­cured an in­flated pur­chase price or a de­flated sale price.

² Moreover, in both these cases the prin­cip­al has the right to take ac­tion against the com­mis­sion agent him­self as buy­er or seller.

The com­mis­sion agent has a spe­cial li­en in re­spect of the goods on com­mis­sion and the sale pro­ceeds.

¹ Where the goods on com­mis­sion re­main un­sold or the or­der to sell is with­drawn and the prin­cip­al fails to take them back or oth­er­wise dis­pose of them with­in a reas­on­able time, the com­mis­sion agent may ap­ply to the com­pet­ent au­thor­ity at the place where the goods are loc­ated to ar­range to have them sold at auc­tion.

² The auc­tion may be ordered without first hear­ing the prin­cip­al if neither he nor a rep­res­ent­at­ive is present at that loc­a­tion.

³ However, of­fi­cial no­tice must be served on the prin­cip­al be­fore the auc­tion is held, un­less the goods in ques­tion are sus­cept­ible to rap­id de­teri­or­a­tion.

¹ Un­less oth­er­wise in­struc­ted by the prin­cip­al, a com­mis­sion agent in­struc­ted to buy or sell goods, bills of ex­change or oth­er se­cur­it­ies with a quoted ex­change or mar­ket price is en­titled, in his own ca­pa­city as seller, to de­liv­er the goods he is in­struc­ted to buy or, in his own ca­pa­city as buy­er, to pur­chase the goods he is in­struc­ted to sell.

² In both cases, the com­mis­sion agent must ac­count for the ex­change or mar­ket price that ap­plied at the time the in­struc­tion was ex­ecuted and is en­titled to both the usu­al com­mis­sion and re­im­burse­ment of the ex­penses nor­mally in­curred in com­mis­sion busi­ness.

³ In oth­er re­spects the trans­ac­tion is treated as a con­tract of sale.

Where the com­mis­sion agent is per­mit­ted to act for his own ac­count and he no­ti­fies the prin­cip­al that the in­struc­tion has been ex­ecuted without nam­ing an­oth­er per­son as buy­er or seller, the pre­sump­tion is that he him­self has as­sumed the ob­lig­a­tions of the buy­er or seller.

The com­mis­sion agent is not per­mit­ted to act as buy­er or seller if the prin­cip­al has with­drawn his man­date and the no­tice of with­draw­al reached the com­mis­sion agent be­fore he dis­patched the no­tice of ex­e­cu­tion.

A for­ward­ing agent or car­ri­er who in re­turn for pay­ment un­der­takes to carry or for­ward goods for the con­signor’s ac­count but in his own name is re­garded as a com­mis­sion agent but is sub­ject to the pro­vi­sions gov­ern­ing con­tracts of car­riage in re­la­tion to the for­ward­ing of the goods.

¹ A car­ri­er is a per­son who un­der­takes to trans­port goods in re­turn for pay­ment (freight charge).

² The pro­vi­sions gov­ern­ing man­dates ap­ply to con­tracts of car­riage un­less oth­er­wise provided in this Title.

¹ The con­signor must give the car­ri­er pre­cise de­tails of the ad­dress of the con­sign­ee and the place of de­liv­ery, the num­ber, type of pack­aging, weight and con­tent of pack­ages, the de­liv­ery date and the trans­port route, as well as the value of any valu­able ob­jects.

² The con­signor is li­able for any det­ri­ment arising from miss­ing or in­ac­cur­ate de­tails.

¹ The con­signor en­sures that the goods are prop­erly pack­aged.

² He is li­able for the con­sequences of de­fects in pack­aging that are not ex­tern­ally ap­par­ent.

³ By con­trast, the car­ri­er is li­able for the con­sequences of de­fects that were ex­tern­ally ap­par­ent if he ac­cep­ted the goods without re­ser­va­tion.

¹ While the goods are in the car­ri­er’s pos­ses­sion, the con­signor has the right to re­claim them against com­pens­a­tion for the car­ri­er for ex­penses in­curred and any det­ri­ment res­ult­ing from their re­pos­ses­sion, ex­cept where:

1.

a bill of lad­ing has been is­sued by the con­signor and de­livered to the con­sign­ee by the car­ri­er;

2.

the con­signor has ar­ranged for an ac­know­ledge­ment of re­ceipt to be is­sued by the car­ri­er and can­not re­turn it;

3.

the car­ri­er has sent the con­sign­ee writ­ten no­tice that the goods have ar­rived and are ready for col­lec­tion;

4.

the con­sign­ee has re­ques­ted de­liv­ery of the goods after they have ar­rived at des­tin­a­tion.

² In these cases the car­ri­er is ob­liged to com­ply solely with the con­sign­ee’s in­struc­tions, al­though where the con­signor has ar­ranged for an ac­know­ledge­ment of re­ceipt to be is­sued by the car­ri­er and the goods have not yet ar­rived at des­tin­a­tion, the car­ri­er is bound by such in­struc­tions only if the ac­know­ledge­ment of re­ceipt has been de­livered to the con­sign­ee.

¹ Where the goods are re­jec­ted, the as­so­ci­ated claims re­main un­paid or the con­sign­ee can­not be con­tac­ted, the car­ri­er must in­form the con­signor and in the in­ter­im place the goods in stor­age or de­pos­it them with a third party at the risk and ex­pense of the con­signor.

² If neither con­signor nor con­sign­ee dis­poses of the goods with­in a reas­on­able peri­od, in the same man­ner as a com­mis­sion agent the car­ri­er may ap­ply to the com­pet­ent au­thor­ity at the place where the goods are loc­ated to ar­range to have them sold in fa­vour of the right­ful be­ne­fi­ciary.

¹ Where the goods are likely to de­teri­or­ate rap­idly or their prob­able value does not cov­er the as­so­ci­ated costs, the car­ri­er must without delay ar­range for of­fi­cial con­firm­a­tion of that fact and may ar­range for the sale of the goods in the same man­ner as when de­liv­ery is not pos­sible.

² Where pos­sible, the in­ter­ested parties must be in­formed that such sale has been ordered.

When ex­er­cising the rights con­ferred on him with re­gard to the hand­ling of the goods, the car­ri­er must safe­guard the in­terests of their own­er to the best of his abil­ity and is li­able in dam­ages for any fault on his part.

¹ If the goods are lost or des­troyed, the car­ri­er must com­pensate their full value un­less he can prove that the loss or de­struc­tion res­ul­ted from the nature of the goods or through the fault of the con­signor or the con­sign­ee or oc­curred as a res­ult of in­struc­tions giv­en by either or of cir­cum­stances which could not have been pre­ven­ted even by the di­li­gence of a prudent car­ri­er.

² The con­signor is deemed to be at fault if he fails to in­form the car­ri­er of any es­pe­cially valu­able freight goods.

³ Agree­ments stip­u­lat­ing an in­terest in ex­cess of the full value of the goods or an amount of com­pens­a­tion lower than their full value are re­served.

¹ Sub­ject to the same con­di­tions and re­ser­va­tions as ap­ply to the loss or de­struc­tion of goods, the car­ri­er is li­able for any dam­age res­ult­ing from late de­liv­ery, dam­age in trans­it or the par­tial de­struc­tion of the goods.

² Un­less spe­cific­ally agreed oth­er­wise, the dam­ages claimed may not ex­ceed those for total loss.

The car­ri­er is li­able for all ac­ci­dents and er­rors oc­cur­ring dur­ing the car­riage of goods, re­gard­less of wheth­er he trans­ports them to the fi­nal des­tin­a­tion or sub-con­tracts the task to an­oth­er car­ri­er, sub­ject to right of re­course against the sub-con­tract­or to whom goods are en­trus­ted.

The car­ri­er must no­ti­fy the con­sign­ee im­me­di­ately on ar­rival of the goods.

¹ Where the con­sign­ee dis­putes claims at­tach­ing to the goods, he may de­mand de­liv­ery only if the dis­puted amount is de­pos­ited with the court.

² The de­pos­ited amount re­places the goods with re­gard to the car­ri­er’s li­en.

¹ Un­con­di­tion­al ac­cept­ance of the goods and pay­ment of the freight charge ex­tin­guish all claims against the car­ri­er, ex­cept in cases of de­lib­er­ate de­ceit or gross neg­li­gence.

² Fur­ther­more, the car­ri­er re­mains li­able for dam­age that is not ex­tern­ally ap­par­ent where such dam­age is dis­covered with­in the time in which, in the cir­cum­stances, the con­sign­ee was able or might reas­on­ably be ex­pec­ted to in­spect the goods, provided he no­ti­fies the car­ri­er im­me­di­ately on dis­cov­er­ing such dam­age.

³ However, such no­ti­fic­a­tion must be giv­en no later than eight days after de­liv­ery.

¹ In any dis­pute, the com­pet­ent au­thor­ity at the place where the goods are loc­ated may, at the re­quest of either party, or­der that the goods be de­pos­ited with a third party or, where ne­ces­sary, sold after their con­di­tion has been es­tab­lished.

² The sale may be fore­stalled by sat­is­fy­ing all claims al­legedly at­tach­ing to the goods or by de­pos­it­ing the amount of such claims with the court.

¹ Ac­tions for dam­ages against the car­ri­er pre­scribe one year after the sched­uled de­liv­ery date in the case of de­struc­tion, loss or delay and one year after the date on which the goods were de­livered to the con­sign­ee in the case of dam­age.

² The con­sign­ee and the con­signor may al­ways as­sert their claims against the car­ri­er by way of de­fence, provided that ob­jec­tions are lodged with­in one year and that the claim is not ex­tin­guished by ac­cept­ance of the goods.

³The above does not ap­ply to cases of malice or gross neg­li­gence on the part of the car­ri­er.

¹ Car­ri­ers op­er­at­ing un­der state li­cence are not em­powered to ex­clude or re­strict in ad­vance the ap­plic­a­tion of the pro­vi­sions gov­ern­ing the car­ri­er’s li­ab­il­ity to their own be­ne­fit by means of spe­cial agree­ment or reg­u­la­tions gov­ern­ing their op­er­a­tions.

² However, the parties may derog­ate con­trac­tu­ally from said pro­vi­sions to the ex­tent per­mit­ted by this Title.

³ The spe­cial pro­vi­sions gov­ern­ing con­tracts for the car­riage of goods by pro­viders of postal ser­vices, the rail­ways and steam­ers are un­af­fected.²⁶⁸

¹ Any car­ri­er or for­ward­ing agent who uses a state trans­port fa­cil­ity to per­form car­riage ob­lig­a­tions he has as­sumed or who as­sists in the car­riage of goods by such a fa­cil­ity is sub­ject to the spe­cial pro­vi­sions gov­ern­ing freight trans­port that ap­ply to that fa­cil­ity.

² However, any agree­ment to the con­trary between the car­ri­er or for­ward­ing agent and the prin­cip­al is un­af­fected.

³ This art­icle does not ap­ply to road haul­i­ers.

A for­ward­ing agent who uses a state trans­port fa­cil­ity in or­der to per­form ob­lig­a­tions un­der a con­tract of car­riage may not deny li­ab­il­ity on grounds of in­suf­fi­cient right of re­course where right of re­course was for­feited through his own fault.