When to use this template
Use it when one party promises the other a finished result: a machine built and installed, a shop fitted out, software developed and delivered, a prototype produced to a specification. Swiss law calls this a contract for work and gives it its own regime in Art. 363 ff. CO: the contractor owes the work itself, not merely careful effort.
That classification is the first thing to get right, because it decides which rulebook applies. Acceptance, the duty to give notice of defects, the warranty remedies and the fixed-price rule all belong to the contract for work. Ongoing advice, maintenance or effort-based services follow the law of mandate instead, with different termination and liability rules. If your project is a stream of services with no defined deliverable, this is the wrong document; if it mixes both, say expressly which parts owe a result.
The clauses, one by one
The work and its specification
The document defines the work by reference to a specification annex, and that annex is where most disputes are actually decided: a defect is a deviation from what was promised, so a vague specification makes every defect debatable. Write it as if a stranger had to build from it. If recognised standards apply in your industry, name them; "the recognised rules of the trade" is the fallback, not the plan.
Delivery, milestones and the delay penalty
A delivery date only bites if it is precise, and the optional penalty clause only bites if the milestone it attaches to can be verified without argument. A contractual penalty under Art. 160 CO spares you proving what the delay cost you, subject to judicial reduction if excessive (Art. 163 CO). Define each milestone by a deliverable, not by a phase name.
Remuneration: fixed price or by expenditure
The template offers both. With a fixed price the contractor carries the risk that the work costs more than expected; Art. 373 CO holds it to the price and allows an adjustment only in extraordinary, unforeseeable circumstances. Remuneration by expenditure shifts that risk to the client, which is why the template pairs it with a cost ceiling. Choose one alternative and delete the other.
Changes to the work
Projects change, and change is where fixed prices and penalties quietly die. The template requires a written change offer stating the effect on price and deadlines before any change becomes binding. Keep that discipline: an informal "yes, add it" in a meeting is how a fixed price becomes billing by the hour with extra steps.
Client cooperation
The contractor can only deliver on time if the client decides, grants access and supplies material on time. The clause extends the affected deadlines when cooperation fails and obliges the contractor to flag impediments in writing. It also covers material the client provides, which the contractor must examine on receipt.
Acceptance and notice of defects
This is where warranty claims are won and lost. After delivery the client must inspect the work and notify defects; under Art. 367 CO defects the inspection should have revealed are otherwise deemed approved. The template sets an inspection window the parties choose themselves; make it realistic for the work in question, because a window you cannot actually use protects nobody. Hidden defects must be notified immediately when they appear, and the Federal Supreme Court applies that strictly (BGE 107 II 172). Waiting to see whether the problem gets worse usually costs the claim.
Warranty and remedies
The remedies follow the framework of Art. 368 CO: repair free of charge, reduction of the price for the remaining loss of value, or withdrawal where the work is unusable. The template sends the parties through repair first, which is normally what both sides want anyway, and reserves damages. The warranty period is a placeholder to set per project.
Liability and subcontracting
The liability cap is often the most negotiated number in the document. Whatever you agree, Art. 100 CO does not let a party exclude liability for unlawful intent or gross negligence, so the clause carves those out. Subcontracting requires the client's consent, and the contractor answers for its subcontractors as for itself.
The client's exit
Under Art. 377 CO the client may withdraw at any time before completion, but not for free: the contractor must be paid for the work done and fully indemnified, including lost profit. The template offers an optional lump-sum indemnity instead, which makes the cost of an exit predictable for both sides. Negotiate it while everyone is still friendly.
Confidentiality, IP and final provisions
Both parties keep project information confidential. For the rights in the work itself the template offers two alternatives, assignment to the client on full payment or a broad licence; for software, deal separately with pre-existing components and open-source licences. The contract ends with written form, Swiss law and an agreed forum.