Art. 175

1 A person who promises to answer for the debt of another assumes an obligation to release the debtor from his obligation either by satisfying the creditor or by taking the debtor’s place with the consent of the creditor.

2 The debtor may not compel performance of the obligation by the party assuming the debt until the debtor has discharged his obligations under the debt assumption contract.

3 If the previous debtor is not released from his debt, he may request that the new debtor furnish security.


Title Five: Assignment of Claims and Assumption of Debt

II. Contract between debt acquirer and creditor

Art. 176

1 The accession of the debt acquirer to the debt relationship in lieu of and with the release of the previous debtor is effected by means of a contract between the debt acquirer and the creditor.

2 An offer to enter into the contract may consist of notification of the creditor that the debt is to be assumed. Notification must be made either by the debt acquirer or, on his authority, by the previous debtor.

3 The creditor’s acceptance may be express or implied by the circumstances and is presumed once the creditor unreservedly takes receipt of a payment from the debt acquirer or consents to some other act performed by him in the capacity of debtor.


Art. 177

1 The creditor may declare his acceptance at any time, but the debt acquirer and the former debtor may set the creditor a time limit for acceptance and where this expires without communication from the creditor, he is deemed to have refused the offer.

2 If the creditor agrees some other debt assumption arrangement before the offer has been accepted and the new prospective debt acquirer has also made an offer to the creditor, the party that made the previous offer is no longer bound thereby.


Art. 178

1 The rights that are accessory to the debt remain unaffected by the change of debtor save to the extent that they are inseparable from the person of the previous debtor.

2 However, pledges and sureties provided by third parties remain in place in favour of the creditor only provided the pledgor or surety has consented to the assumption of the debt.


Art. 179

1 Any defences arising from the debt relationship are available to the new debtor as they were to the former.

2 The new debtor may not invoke the defences personally available to the old debtor against the creditor, unless otherwise provided in the contract with the creditor.

3 Where the debt acquirer has defences arising against the debtor from the legal relationship underlying the assumption of debt, these may not be invoked against the creditor.


Art. 180

1 In the event of the failure of the debt assumption contract, the previous debtor’s obligation is revived with all accessory rights, subject to the rights of bona fide third parties.

2 The creditor may also claim damages from the would-be debt acquirer for any damage suffered as a result of the loss of security previously obtained or for similar reasons, unless the would-be debt acquirer can prove that he was in no way to blame for the failure of the debt assumption contract or the damage caused to the creditor.


V. Assignment of assets or a business with assets and liabilities

Art. 181

1 A person to whom assets or a business with assets and liabilities are assigned automatically becomes liable to the creditors of the debts encumbering such assets or business on notification of the assignment to the creditors by him or by publication in official journals.

2 However, the previous debtor remains jointly and severally liable with the new debtor for three years, commencing on the date of notification or publication in the case of claims already due and on the maturity date in the case of claims falling due subsequently.[66](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e3928)

3 In other respects, an assumption of debt of this kind has the same effect as the assumption of an individual debt.

4 The takeover by assignment of assets or businesses of commercial enterprises, cooperatives, associations, foundations or sole proprietorships registered in the commercial register is governed by the provisions of the Mergers Act of 3 October 2003[67](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e3949).[68](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e3958)

[66](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e3928) Amended by Annex No 2 to the Mergers Act of 3 Oct. 2003, in force since 1 July 2004 ([AS **2004** 2617](eli/oc/2004/320/en);[BBl **2000** 4337](eli/fga/2000/921/en)).

[67](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e3949)[SR **221.301**](eli/cc/2004/320/en)

[68](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e3958) Inserted by Annex No 2 to the Mergers Act of 3 Oct. 2003 ([AS **2004** 2617](eli/oc/2004/320/en);[BBl **2000** 4337](eli/fga/2000/921/en)). Amended by No I 3 of the FA of 16 Dec. 2005 (Law on Limited Liability Companies and Amendments to the Law on Companies limited by Shares, Cooperatives, the Commercial Register and Business Names), in force since 1 Jan. 2008 ([AS **2007** 4791](eli/oc/2007/685/en);[BBl **2002** 3148](eli/fga/2002/443/en), [**2004** 3969](eli/fga/2004/680/en)).


Art. 18269

[69](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e3994) Repealed by Annex No 2 to the Mergers Act of 3 Oct. 2003, with effect from 1 July 2004 ([AS **2004** 2617](eli/oc/2004/320/en);[BBl **2000** 4337](eli/fga/2000/921/en)).


VII. In relation to division of estate and land purchase

Art. 183

The special provisions governing assumption of debt when dividing estates or disposing of pledged immovable property are unaffected.


Division Two: Types of Contractual Relationship

A. Rights and obligations of the parties in general

Art. 184

1 A contract of sale is a contract whereby the seller undertakes to deliver the item sold and transfer ownership of it to the buyer in return for the sale price, which the buyer undertakes to pay to the seller.

2 Unless otherwise provided by agreement or custom, the seller and the buyer are obliged to discharge their obligations simultaneously quid pro quo.

3 The price is deemed sufficiently determined where it can be determined from the circumstances.


Art. 185

1 The benefit and risk of the object pass to the buyer on conclusion of the contract, except where otherwise agreed or dictated by special circumstance.

2 Where the object sold is defined only in generic terms, the seller must select the particular item to be delivered and, if it is to be shipped, must hand it over for dispatch.

3 In a contract subject to a condition precedent, benefit and risk of the object do not pass to the buyer until the condition has been fulfilled.


Art. 186

Cantonal law may limit or exclude the right to bring claims in connection with retail sales of alcoholic beverages, including hotel bills.


Art. 187

1 Any sale in which the object is not land, property or a right in rem entered in the land register is a chattel sale.

2 Where constituent parts of land, such as crops, architectural salvage materials or quarry products, are separated therefrom for transfer to the acquirer, their sale constitutes a chattel sale.


Art. 188

Unless otherwise provided by agreement or custom, the seller bears the costs of transfer and in particular those of measuring and weighing, while the buyer bears those of documentation and receipt.


Art. 189

1 Unless otherwise provided by agreement or custom, if the object sold must be transported to a place other than the place of performance, the buyer bears the costs of such transport.

2 The seller is presumed to have borne the transport costs where free delivery has been agreed.

3 Where delivery free of shipping costs and duties has been agreed, the seller is deemed to have assumed the export, transit and import duties payable during transport but not the consumer tax levied on receipt of the object.


a. Withdrawal from commercial transactions

Art. 190

1 Where in commercial transactions the contract specifies a time limit for delivery and the seller is in default, the presumption is that the buyer will forego delivery and claim damages for non-performance.

2 However, if the buyer prefers to demand delivery, he must inform the seller without delay on expiry of the time limit.


b. Liability for and computation of damages

Art. 191

1 A seller who fails to discharge his contractual obligation is liable for the resultant damage to the buyer.

2 The buyer in a commercial transaction is entitled to compensation of the difference between the sale price and the price he has paid in good faith to replace the object that was not delivered to him.

3 In the case of goods with a market or stock exchange price, the buyer need not buy the replacement object but is entitled to claim as damages the difference between the contractual sale price and the market price at the time of performance.


Art. 192

1 The seller is obliged to transfer the purchased goods to the buyer free from any rights enforceable by third parties against the buyer that already exist at the time the contract is concluded.

2 Where on conclusion of the contract the buyer was aware of the existence of such rights, the seller is not bound unless by any express warranty given.

3 Any agreement to exclude or limit the warranty obligation is void if the seller has intentionally omitted to mention the right of a third party.


Art. 19370

1 The requirements for and effects of the third-party notice are governed by the CPC[71](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e4187).

2 In the event of failure to serve the third-party notice for reasons not attributable to the seller, he is released from his warranty obligation to the extent that he can prove that the outcome would have been more favourable had the third-party notice been served promptly.

[70](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e4167) Amended by Annex 1 No II 5 of the Civil Procedure Code of 19 Dec. 2008, in force since 1 Jan. 2011 ([AS **2010** 1739](eli/oc/2010/262/en);[BBl **2006** 7221](eli/fga/2006/914/en)).

[71](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e4187) [SR **272**](eli/cc/2010/262/en)


b. Surrender of object without court decision

Art. 194

1 The seller remains subject to the warranty obligation even if the buyer has in good faith acknowledged the right of a third party without waiting for a court decision or if he has agreed to submit to arbitration, provided that the seller was warned of the arbitration proceedings in good time but declined an invitation to engage therein.

2 The same applies if the buyer proves that he was compelled to surrender the object.


Art. 195

1 In the case of full dispossession, the contract of sale is deemed terminated and the buyer has the right to claim:

1.

 restitution of the price paid, with interest, less the value of any fruits the buyer has obtained or neglected to obtain from the object and other benefits derived therefrom;

2.

 reimbursement of his expenditures on the object, to the extent this cannot be obtained from the third party with the superior right;

3.

 reimbursement of all judicial and extra-judicial costs arising from the proceedings, apart from those he would have avoided by serving third-party notice on the seller;

4.

 compensation for all other damage directly caused by the dispossession.

2 The seller is also obliged to make good any further loss suffered by the buyer unless the seller can prove that he is not at fault.


Art. 196

1 Where the buyer is dispossessed of only part of the purchased object or it is encumbered with a charge in rem for which the seller is guarantor, the buyer may not seek termination of the contract of sale but may only claim damages for being thus dispossessed.

2 However, where in the circumstances there is cause to presume that he would not have entered into the contract if he had foreseen such a partial dispossession, he has the right to request its termination.

3 In this case, he must return to the seller that part of the item of which he has not been dispossessed together with the benefits he obtained from it in the interim.


Art. 196a72

In the case of objects of cultural heritage within the meaning of Article 2 paragraph 1 of the Cultural Property Transfer Act of 20 June 2003[73](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e4281), actions for breach of warranty of title prescribe one year after the buyer discovered the defect of title but in any event 30 years after the contract was concluded.

[72](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e4262) Inserted by Art. 32 No 2 of the Cultural Property Transfer Act of 20 June 2003, in force since 1 June 2005 ([AS **2005** 1869](eli/oc/2005/317/en);[BBl **2002** 535](eli/fga/2002/93/en)).

[73](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e4281) [SR **444.1**](eli/cc/2005/317/en)


Art. 197

1The seller is liable to the buyer for any breach of warranty of quality and for any defects that would materially or legally negate or substantially reduce the value of the object or its fitness for the designated purpose.

2 He is liable even if he was not aware of the defects.


Art. 198

There is no warranty obligation in sales of livestock (horses, donkeys, mules, cattle, sheep, goats or pigs) unless the seller has given express warranty in writing to the buyer or has intentionally misled the buyer.


Art. 199

Any agreement to exclude or limit the warranty obligation is void if the seller has fraudulently concealed the failure to comply with warranty from the buyer.


Art. 200

1 The seller is not liable for defects known to the buyer at the time of purchase.

2 He is not liable for defects that any normally attentive buyer should have discovered unless he assured the buyer that they do not exist.


Art. 201

1 The buyer must inspect the condition of the purchased object as soon as feasible in the normal course of business and, if he discovers defects for which the seller is liable under warranty, must notify him without delay.

2 Should he fail to do so, the purchased object is deemed accepted except in the case of defects that would not be revealed by the customary inspection.

3 Where such defects come to light subsequently, the seller must be notified immediately, failing which the object will be deemed accepted even in respect of such defects.


Art. 202

1 Where in a sale of livestock a written assurance includes no time limit and does not warrant that an animal is pregnant, the seller is not liable to the buyer unless a defect is discovered and notified within nine days of delivery or of the notice of default in taking delivery and an application is made to the competent authority within the same time limit to have the animal examined by experts.

2 The court evaluates the experts’ report at its discretion.

3 In other respects the procedure is governed by regulations enacted by the Federal Council.


Art. 203

Where the seller has wilfully misled the buyer, liability for breach of warranty is not limited by any failure on the buyer’s part to give prompt notice of defects.


Art. 204

1 A buyer who complains that an object sent from another place is defective is obliged to place it in temporary storage, provided the seller has no representative in the place in which it was received, and cannot simply return it to the seller.

2 The buyer is obliged to have the condition of the object duly and promptly witnessed, failing which he will bear the burden of proving that the alleged defects already existed when he took receipt of the object.

3 Where there is a risk that the object will rapidly deteriorate, the buyer has the right and, should the interests of the seller so require, the obligation to arrange its sale with the assistance of the competent authority of the place where the object is located, but must notify the seller of such sale as soon as possible to avoid rendering himself liable in damages.


Art. 205

1 In claims for breach of warranty of quality and fitness, the buyer may sue either to rescind the contract of sale for breach of warranty or to have the sale price reduced by way of compensation for the decrease in the object’s value.

2 Even where the buyer has brought action for rescission the court is free to order a reduction in the price of the object if it does not consider rescission justified by the circumstances.

3 If the decrease in the object’s value is equal to the sale price, the buyer may only sue for rescission.


Art. 206

1 Where the contract of sale is for delivery of a specified quantity of fungibles, the buyer may choose to bring action either for rescission or for a reduction in the sale price or to request other acceptable goods of the same kind.

2 Where the purchased objects have not been sent from another place, the seller may discharge his obligation to the buyer by immediately delivering acceptable items of the same kind and making good any damage the buyer has suffered.


c. Rescission when the object is destroyed

Art. 207

1 Action for rescission of the contract of sale may be brought if the object has been destroyed as a result of its defects or by accident.

2 In such cases the buyer must return only that which remains of the object.

3 If the object is destroyed through the fault of the buyer or has been sold on or transformed by him, his only claim is for compensation for the decrease in value.


Art. 208

1 In the event of rescission of the contract of sale the buyer must return the object to the seller together with any benefits derived from it in the interim.

2 The seller must reimburse to the buyer the sale price paid together with interest and, in accordance with the provisions governing full dispossession, compensation for litigation costs, expenses and the damage incurred by the buyer as a result of the delivery of defective goods.

3 The seller is obliged to compensate the buyer for any further damage unless he can prove that no fault is attributable to him.


b. For sales of batches or sets of objects

Art. 209

1 Where the sale involves a batch or set of objects of which only some are defective, action for rescission may be brought only in respect of the defective items.

2 However, where the defective items cannot be separated from the unflawed items without substantial prejudice to the buyer or the seller, rescission of the contract of sale must extend to the entire batch or set.

3 Rescission in respect of the main sale object necessarily involves rescission in respect of all accessory objects even if they are priced separately, whereas rescission in respect of accessory objects does not extend to the main object.


Art. 21074

1 An action for breach of warranty of quality and fitness prescribes two years after delivery of the object to the buyer, even if he does not discover the defects until later, unless the seller has assumed liability under warranty for a longer period.

2 The period amounts to five years where defects in an 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.

3 In the case of cultural property within the meaning of Article 2 paragraph 1 of the Cultural Property Transfer Act of 20 June 2003[75](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e4511), actions for breach of warranty of quality and fitness prescribe one year after the buyer discovered the defect but in any event 30 years after the contract was concluded.

4 An agreement to reduce the prescriptive period is null and void if:

a.

 the prescriptive period is reduced to less than two years, or less than one year in the case of second-hand goods;

b.

 the object is intended to be used by the buyer or his or her family; and

c.

 the seller is acting in the course of his or her professional or commercial activities.

5 The defence of defective goods remains available to the buyer provided he has notified the seller within the prescriptive period.

6 The seller may not invoke the prescriptive period if it is proved that he wilfully misled the buyer. The foregoing does not apply to the 30-year period under paragraph 3.

[74](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e4483) Amended by No I of the FA of 16 March 2012 (Prescription of Guarantee Claims. Extension and Coordination), in force since 1 Jan. 2013 ([AS **2012** 5415](eli/oc/2012/621/en);[BBl **2011** 2889 ](eli/fga/2011/424/en)[3903](eli/fga/2011/597/en)).

[75](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e4511) [SR **444.1**](eli/cc/2005/317/en)


I. Payment of the sale price and acceptance of the object

Art. 211

1 The buyer has an obligation to pay the price in accordance with the terms of the contract and to accept the sale object provided it is offered to him by the seller as contractually agreed.

2 Unless otherwise provided by agreement or custom, such acceptance must take place immediately.


Art. 212

1 Where the buyer places a firm order without indicating the sale price, the price is presumed to be the average current market price at the place of performance.

2 Where the price is based on the weight of the goods, the weight of the packaging (tare) is deducted.

3 The foregoing does not apply to special commercial customs whereby the gross weight of certain resale merchandise is reduced by a set amount or percentage or the price is based on the gross weight including packaging.


III. Time when price falls due, interest

Art. 213

1 The price falls due as soon as the property passes into the buyer’s possession, unless some other juncture is agreed.

2 Regardless of the provision governing default on expiry of a specified time limit, interest accrues on the sale price even if no reminder is issued where such practice is customary or the buyer may derive fruits or other benefits from the purchased object.


Art. 214

1 Where the property is to be delivered against advance payment of the price in full or in instalments and the buyer is in default on such payment, the seller is entitled to withdraw from the contract without further formality.

2 However, if he intends to exercise this right he must notify the buyer immediately.

3 Where the purchased object has passed into the buyer’s possession prior to payment, the seller may withdraw from the contract on the grounds that the buyer is in default and demand the return of the object only if he has expressly reserved the right to do so.


2. Liability for and computation of damages

Art. 215

1 Where the buyer in a commercial transaction fails to discharge his payment obligation, the seller is entitled to compensation for the difference between the sale price and the price at which he has subsequently sold the object in good faith.

2 In the case of goods with a market or stock exchange price, the seller is entitled to claim as damages the difference between the contractual sale price and the market price at the time of performance without needing to sell the object on.


Section Three: The Sale of Immovable Property

Art. 216

1 A contract for the sale of immovable property is valid only if done as a public deed.

2 A preliminary contract and an agreement conferring a right of pre-emption, purchase or repurchase in relation to immovable property is valid only if done as a public deed.[76](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e4629)

3 An agreement conferring a right of pre-emption without fixing a price is valid if done in writing.[77](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e4648)

[76](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e4629) Amended by No II of the FA of 4 Oct. 1991, in force since 1 Jan. 1994 ([AS **1993** 1404](eli/oc/1993/1404%5F1404%5F1404/en); _BBl **1988** III 889_).

[77](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e4648) Amended by No II of the FA of 4 Oct. 1991, in force since 1 Jan. 1994 ([AS **1993** 1404](eli/oc/1993/1404%5F1404%5F1404/en); _BBl **1988** III 889_).


Art. 216a78

Rights of pre-emption or repurchase may be agreed for a maximum duration of 25 years and rights of purchase for a maximum of 10 years, and they may be entered under priority notice in the land register.

[78](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e4673) Inserted by No II of the FA of 4 Oct. 1991, in force since 1 Jan. 1994 ([AS **1993** 1404](eli/oc/1993/1404%5F1404%5F1404/en); _BBl **1988** III 889_).


Art. 216b79

1 Unless otherwise agreed, contractual rights of pre-emption, purchase and repurchase may be inherited but not assigned.

2 Where assignment is permitted by contractual agreement, it is subject to the same formal requirements as apply to the establishment of the right.

[79](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e4702) Inserted by No II of the FA of 4 Oct. 1991, in force since 1 Jan. 1994 ([AS **1993** 1404](eli/oc/1993/1404%5F1404%5F1404/en); _BBl **1988** III 889_).


Art. 216c80

1 A right of pre-emption may be exercised on the sale of the immovable property or any other legal transaction economically equivalent to a sale (pre-emption event).

2 In particular, the following are not pre-emption events: allocation to an heir in the division of an estate, forced sale, or acquisition in performance of public duties.

[80](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e4737) Inserted by No II of the FA of 4 Oct. 1991, in force since 1 Jan. 1994 ([AS **1993** 1404](eli/oc/1993/1404%5F1404%5F1404/en); _BBl **1988** III 889_).


Art. 216d81

1 The seller must inform persons with a right of pre-emption of the conclusion and content of any contract of sale entered into.

2 Where the contract of sale is terminated after the right of pre-emption has been exercised or if necessary permission is refused for reasons pertaining to the person of the buyer, such termination or refusal has no effect on the person to whom the right of pre-emption accrues.

3 Unless the pre-emption agreement provides otherwise, the person with the right of pre-emption may purchase the property on the conditions agreed by the seller with the third party.

[81](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e4767) Inserted by No II of the FA of 4 Oct. 1991, in force since 1 Jan. 1994 ([AS **1993** 1404](eli/oc/1993/1404%5F1404%5F1404/en); _BBl **1988** III 889_).


Art. 216e82

A person wishing to exercise his right of pre-emption must give notice of his intention within three months to the seller or, if it is entered in the land register, to the owner. This time limit commences on the day on which the person with the right of pre-emption became aware of the conclusion and content of the contract of sale.

[82](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e4800) Inserted by No II of the FA of 4 Oct. 1991, in force since 1 Jan. 1994 ([AS **1993** 1404](eli/oc/1993/1404%5F1404%5F1404/en); _BBl **1988** III 889_).


B. Conditional purchase and reservation of ownership

Art. 217

1 Conditional purchases of immovable property are not entered in the land register until the condition has been fulfilled.

2 A reservation of ownership may not be entered in the land register.


Art. 21883

The Federal Act of 4 October 1991[84](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e4858) on Rural Land Rights applies to the sale of agricultural properties.

[83](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e4838) Amended by Art. 92 No 2 of the FA of 4 Oct. 1991 on Rural Land Rights, in force since 1 Jan. 1994 ([AS **1993** 1410](eli/oc/1993/1410%5F1410%5F1410/en);[BBl **1988** III 953](eli/fga/1988/3%5F953%5F889%5F821/en)).

[84](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e4858) [SR **211.412.11**](eli/cc/1993/1410%5F1410%5F1410/en)


Art. 219

1 Unless otherwise agreed, the seller of a property must compensate the buyer if it is not of the size indicated in the contract of sale.

2 Where the property is not of the size entered in the land register based on an official survey, the seller must compensate the buyer only where he gave express warranty to that effect.

3 The warranty obligation in respect of defects in a building prescribes five years after ownership is acquired.


Art. 220

Where the agreement stipulates a date on which the buyer is to take possession of the property, the presumption is that the associated benefits and risks do not pass to the buyer until that date.


Art. 221

In other respects, the provisions governing chattel sale apply _mutatis mutandis_ to the sale and purchase of land.


Art. 222

1 In a sale by sample, the person to whom the sample was entrusted is not obliged to prove that the sample he presented is identical with the one received; his personal assurance to the court is sufficient, even where the sample presented has altered in form since delivery, provided that such alteration was a necessary consequence of the examination made of the sample.

2 In any event the other party is entitled to prove that the sample is not the same one.

3 If the sample has been spoiled or been destroyed while in the possession of the buyer, even if he was not at fault, the onus is not on the seller to prove that the object conforms with the sample, but on the buyer to prove the contrary.


Art. 223

1 In a sale on approval or inspection, the buyer is free to accept or refuse the object.

2 Until it is accepted, the seller remains its owner even if it has passed into the buyer’s possession.


Art. 224

1 Where the object is to be inspected on the premises of the seller, he is released from his obligation if the buyer fails to accept the object within the agreed or customary time limit.

2 In the absence of any such time limit the seller may, after an appropriate interval, call on the buyer to declare whether he accepts the object, and the seller is released from his obligation if the buyer fails to make such declaration immediately on request.


Art. 225

1 Where the object has been delivered to the buyer prior to inspection, the sale is deemed to have been approved if the buyer neither declares that he rejects the object nor returns it within the agreed or customary time limit or, in the absence of any such time limit, immediately on demand by the seller_._

2 The sale is similarly treated as completed, if the buyer pays the whole or part of the price without reservation or if he deals with the property otherwise than was necessary for its inspection.


Art. 22685

[85](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e4966) Repealed by No I of the FA of 23 March 1962, with effect from 1 Jan. 1963 ([AS **1962** 1047](eli/oc/1962/1047%5F1082%5F1085/en);[BBl **1960** I 523](eli/fga/1960/1%5F523%5F537%5F282/en)).


Art. 226a–226d86

[86](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e4993) Inserted by No I of the FA of 23 March 1962 ([AS **1962** 1047](eli/oc/1962/1047%5F1082%5F1085/en);[BBl **1960** I 523](eli/fga/1960/1%5F523%5F537%5F282/en)). Repealed by Annex 2 No II 1 to the FA of 23 March 2001 on Consumer Credit, with effect from 1 Jan. 2003 ([AS **2002** 3846](eli/oc/2002/593/en);[BBl **1999** III 3155](eli/fga/1999/1%5F3155%5F2879%5F2697/en)).


Art. 226e87

[87](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e5025) Inserted by No I of the FA of 23 March 1962 ([AS **1962** 1047](eli/oc/1962/1047%5F1082%5F1085/en);[BBl **1960** I 523](eli/fga/1960/1%5F523%5F537%5F282/en)). Repealed by No I of the FA of 14 Dec. 1990, with effect from 1 July 1991 ([AS **1991** 974](eli/oc/1991/974%5F974%5F974/en);[BBl **1989** III 1233](eli/fga/1989/3%5F1233%5F%5F/en), [**1990** I 120](eli/fga/1990/1%5F120%5F108%5F103/en)).


Art. 226f–226k88

[88](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e5064) Inserted by No I of the FA of 23 March 1962 ([AS **1962** 1047](eli/oc/1962/1047%5F1082%5F1085/en);[BBl **1960** I 523](eli/fga/1960/1%5F523%5F537%5F282/en)). Repealed by Annex 2 No II 1 to the FA of 23 March 2001 on Consumer Credit, with effect from 1 Jan. 2003 ([AS **2002** 3846](eli/oc/2002/593/en);[BBl **1999** III 3155](eli/fga/1999/1%5F3155%5F2879%5F2697/en)).


Art. 226l89

[89](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e5096) Inserted by No I of the FA of 23 March 1962 ([AS **1962** 1047](eli/oc/1962/1047%5F1082%5F1085/en);[BBl **1960** I 523](eli/fga/1960/1%5F523%5F537%5F282/en)). Repealed by Annex No 5 to the Civil Jurisdiction Act of 24 March 2000, with effect from 1 Jan. 2001 ([AS **2000** 2355](eli/oc/2000/374/en);[BBl **1999** III 2829](eli/fga/1999/1%5F2829%5F2591%5F2427/en)).


Art. 226m90

[90](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e5127) Inserted by No I of the FA of 23 March 1962 ([AS **1962** 1047](eli/oc/1962/1047%5F1082%5F1085/en);[BBl **1960** I 523](eli/fga/1960/1%5F523%5F537%5F282/en)). Repealed by Annex 2 No II 1 to the FA of 23 March 2001 on Consumer Credit, with effect from 1 Jan. 2003 ([AS **2002** 3846](eli/oc/2002/593/en);[BBl **1999** III 3155](eli/fga/1999/1%5F3155%5F2879%5F2697/en)).


Art. 22791

[91](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e5158) Repealed by No I of the FA of 23 March 1962, with effect from 1 Jan. 1963 ([AS **1962** 1047](eli/oc/1962/1047%5F1082%5F1085/en);[BBl **1960** I 523](eli/fga/1960/1%5F523%5F537%5F282/en)).


Art. 227a–227i92

[92](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e5182) Inserted by No I of the FA of 23 March 1962 ([AS **1962** 1047](eli/oc/1962/1047%5F1082%5F1085/en);[BBl **1960** I 523](eli/fga/1960/1%5F523%5F537%5F282/en)). Repealed by No I of the FA of 13 Dec. 2013 (Repeal of the Provisions on Advance Payment Agreements), with effect from 1 July 2014 ([AS **2014** 869](eli/oc/2014/184/en);[BBl **2013** 4631 ](eli/fga/2013/864/en)[5793](eli/fga/2013/1039/en)).


Art. 22893

[93](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e5215) Repealed by No I of the FA of 13 Dec. 2013 (Repeal of the Provisions on Advance Payment Agreements), with effect from 1 July 2014 ([AS **2014** 869](eli/oc/2014/184/en);[BBl **2013** 4631 ](eli/fga/2013/864/en)[5793](eli/fga/2013/1039/en)).


Art. 229

1 At a compulsory auction, a contract of sale is concluded when the official auctioneer knocks the object down to the highest bidder.

2 In the case of a voluntary auction that has been publicly announced and is open to all bidders, a contract of sale is concluded when the seller accepts the bid of the highest bidder.

3 Unless the seller has expressed some other intention, the auctioneer is deemed to have the authority to knock the object down to the highest bidder.


Art. 230

1 Any interested party may within ten days bring a claim for avoidance in respect of an auction whose outcome has been influenced by unlawful or immoral means.

2 In the case of a compulsory auction, the avoidance claim must be brought before the supervisory authority, and in all other cases before the court.


Art. 231

1 A bidder is bound by his offer according to the auction terms and conditions.

2 Unless these provide otherwise, he is released from his obligation if a higher bid is made or if his own bid is not accepted immediately after the usual call has been made.


Art. 232

1 In the case immovable property, the highest bid must be accepted or refused at the auction itself.

2 Any condition whereby the bidder is bound to maintain his bid after the auction is void, other than in the case of compulsory auctions or sales of land or buildings that require official approval.


Art. 233

1 The successful bidder must pay in cash unless the auction terms and conditions provide otherwise.

2 The seller may immediately withdraw from the transaction if payment is not tendered in cash or in accordance with the auction terms and conditions.


Art. 234

1 Sale at compulsory auction is without warranty, apart from special assurances given or where the bidders are intentionally deceived.

2 The successful bidder acquires the object in the condition and with the attendant rights and encumbrances indicated in the public registers or the lot description and/or those that exist by operation of law.

3 In sales at voluntary public auction, the seller has the same liability as in any other sale, but in the lot description he may disclaim any warranty obligation with the exception of liability for intentional deceit.


Art. 235

1 The successful bidder for a chattel acquires title to it as soon as it is knocked down to him, whereas ownership of immovable property is not transferred until the entry is made in the land register.

2 The official auctioneers immediately notify the land registry of the sale at auction by reference to the formal auction record.

3 The provisions governing acquisition of ownership at compulsory auction are reserved.


Art. 236

The cantons may enact other provisions governing sale at public auction within the bounds of federal law.


A. Reference to provisions governing purchase

Art. 237

The rules governing contracts of sale also apply to contracts of exchange in the sense that each party to the exchange is treated as seller in respect of the object promised by him and as buyer in respect of the object promised to him.


Art. 238

A party to the exchange who is dispossessed of the object received or has returned it as defective may either claim for damages or for the return of the object that he delivered.


Art. 239

1 A gift is any inter vivos disposition in which a person uses his assets to enrich another without receiving an equivalent consideration.

2 Waiving a right before having acquired it or renouncing an inheritance does not constitute a gift.

3 The performance of a moral duty is not considered to be a gift.


Art. 240

1 A person with capacity to act may make gifts of his assets within the bounds imposed by matrimonial property law and inheritance law.

2 The assets of a person who lacks capacity to act may be used only to make customary occasional gifts. The liability of the legal representative is reserved.[94](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e5401)

3 ...[95](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e5419)

[94](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e5401) Amended by Annex No 10 of the FA of 19 Dec. 2008 (Adult Protection, Law of Persons and Law of Children), in force since 1 Jan. 2013 ([AS **2011** 725](eli/oc/2011/114/en);[BBl **2006** 7001](eli/fga/2006/899/en)).

[95](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e5419) Repealed by Annex No 10 of the FA of 19 Dec. 2008 (Adult Protection, Law of Persons and Law of Children), with effect from 1 Jan. 2013 ([AS **2011** 725](eli/oc/2011/114/en);[BBl **2006** 7001](eli/fga/2006/899/en)).


Art. 241

1 A person who lacks capacity to act may accept and legally acquire title to a gift provided he has capacity to consent.

2 However, the gift is not acquired or is annulled where his legal representative forbids him to accept it or instructs him to return it.


Art. 242

1 A gift from hand to hand is made when the donor presents the object to the recipient.

2 Gifts of title or rights in rem to immovable property are not effective until an entry is made in the land register.

3 The entry presupposes a valid promise to give.


Art. 243

1 The promise of a gift is valid only if done in writing.

2 A promise to give title or rights in rem to immovable property is valid only if done as a public deed.

3 On fulfilment of the promise to give, the relationship is treated as a gift from hand to hand.


Art. 244

A person who bestows an object on another person by way of a gift may reverse the bestowal at any time before the recipient has accepted it, even where he has effectively separated it from his assets.


Art. 245

1 Conditions or provisos may be attached to a gift.

2 A gift whose occurrence is made contingent on the donor’s death is subject to the provisions governing testamentary dispositions.


Art. 246

1 The donor may bring action for fulfilment of a proviso that has been accepted by the recipient.

2 Where fulfilment of the proviso is in the public interest, the competent authority may compel fulfilment after the death of the donor.

3 The recipient may refuse to fulfil the proviso if the value of the gift does not cover the expenses occasioned by the proviso and he is not reimbursed for the shortfall.


Art. 247

1 The donor may provide that the object given shall revert to him in the event that the recipient dies before he does.

2 A reversionary right attached to a gift of title or rights in rem to immovable property may be entered under priority notice in the land register.


Art. 248

1 The donor is liable for damage caused by the gift to the recipient only in the event of wilful injury or gross negligence.

2 He need give only such warranty as he has promised in respect of the object given or the claim assigned.


Art. 249

Where a gift has been made from hand to hand or a promise to give has been fulfilled, the donor may revoke the gift and claim return of the object given, provided the recipient is still enriched thereby:

 1.[96](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e5562)

 if the recipient has committed a serious criminal offence against the donor or a person close to him;

2.

 if the recipient has grossly neglected his duties under family law towards the donor or any of the latter’s dependants;

3.

 if the recipient has failed without good cause to fulfil the provisos attached to the gift.

[96](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e5562) Amended by Annex No 2 to the FA of 26 June 1998, in force since 1 Jan. 2000 ([AS **1999** 1118](eli/oc/1999/149/en);[BBl **1996** I 1](eli/fga/1996/1%5F1%5F1%5F1/en)).


II. Revocation and invalidation of a promise to give

Art. 250

1 The donor who has made a promise to give may revoke the promise and refuse to fulfil it:

1.

 on the same grounds as justify a claim for return of the object given in the case of a gift from hand to hand;

2.

 where since the promise was made the donor’s financial situation has altered to such an extent that making the gift would cause serious hardship;

3.

 where since the promise was made the donor has acquired duties under family law that previously did not exist or were significantly less onerous.

2 All promises to give are annulled when a certificate of loss is issued against the donor or he is declared bankrupt.


III. Prescription and heirs’ right of action

Art. 251

1 Revocation may take place at any time in the year commencing on the day on which the grounds for revocation came to the donor’s attention.

2 If the donor dies before the end of this one-year period, his right of action passes to his heirs for the remainder of the period.

3 The donor’s heirs may revoke the gift if the recipient wilfully and unlawfully caused the donor’s death or prevented him from exercising his right of revocation.


Art. 252

Unless otherwise provided, where the donor has undertaken to make periodic payments or performance, his obligation is extinguished on his death.


Art. 253

Leases are contracts in which a landlord or lessor grants a tenant or lessee the use of an object in exchange for rent.


Art. 253a

1 The provisions governing the leasing of residential and commercial premises are also applicable to objects on such premises of which the tenant has use.

2 They are not applicable to holiday homes hired for three months or less.

3 The Federal Council issues the provisions for implementation.


2. Provisions on protection against unfair rents

Art. 253b

1 The provisions governing protection against unfair rents (Art. 269 et seq.) apply _mutatis mutandis_ to non-agricultural leases and to other contracts whose essential purpose is to regulate the transfer of the use of residential or commercial premises against valuable consideration.

2 They do not apply to the lease of luxury apartments and single-occupancy residential units with six or more bedrooms and reception rooms (not including the kitchen).

3 The provisions governing challenges to unfair rents do not apply to residential premises made available with public sector support for which rent levels are set by a public authority.


Art. 254

A tie-in transaction linked to a lease of residential or commercial premises is void where the conclusion or continuation of the lease is made conditional on such transaction and, under its terms, the tenant assumes an obligation towards the landlord or a third party which is not directly connected with the use of the leased premises.


Art. 255

1 Leases may be concluded for a limited or indefinite duration.

2 Where the intention is that they should end without notice on expiry of the agreed duration, they have a limited duration.

3 Other leases are deemed to be of indefinite duration.


Art. 256

1 The landlord or lessor is required to make the object available on the agreed date in a condition fit for its designated use and to maintain it in that condition.

2 Clauses to the contrary to the detriment of the tenant or lessee are void if they are set out:

a.

 in previously formulated general terms and conditions;

b.

 in leases for residential or commercial premises.


Art. 256a

1 If a report was drawn up on the return of the object at the end of the previous lease, the landlord or lessor must on request make this document available for perusal by the new tenant or lessee when the object is handed over to him.

2 Similarly, the new tenant or lessee has the right to be informed of the amount of rent paid under the previous lease.


Art. 256b

The landlord or lessor bears all taxes and charges in connection with the leased object.


I. Payment of rent and accessory charges

Art. 257

The rent is the consideration owed by the tenant or lessee to the landlord or lessor for the transfer of the use of the object.


Division Two: Types of Contractual Relationship

Art. 257a

1 Accessory charges are the consideration due for services provided by the landlord or lessor or a third party in connection with the use of the property.

2 They are payable by the tenant or lessee only where this has been specifically agreed with the landlord or lessor.


Art. 257b

1 Accessory charges for residential and commercial premises are the actual outlays made by the landlord for services connected with the use of the property, such as heating, hot water and other operating costs, as well as public taxes arising from the use of the property.

2 The landlord must allow the tenant on his request to inspect the documentation for such outlays.


Art. 257c

The tenant or lessee must pay the rent and, where applicable, the accessory charges at the end of each month and at the latest on expiry of the lease, unless otherwise agreed or required by local custom.


Art. 257d

1 Where, having accepted the property, the tenant or lessee is in arrears with payments of rent or accessory charges, the landlord or lessor may set a time limit for payment and notify him that in the event of non-payment the landlord or lessor will terminate the lease on expiry of that time limit. The minimum time limit is ten days, and 30 days for leases of residential or commercial premises.

2 In the event of non-payment within the time limit the landlord or lessor may terminate the contract with immediate effect or, for leases of residential and commercial premises, subject to at least 30 days’ notice ending on the last day of a calendar month.


Art. 257e

1 Where the tenant of residential or commercial premises furnishes security in the form of cash or negotiable securities, the landlord must deposit it in a bank savings or deposit account in the tenant’s name.

2 In residential leases, the landlord is not entitled to ask for more than three months’ rent by way of security.

3 The bank may release such security only with the consent of both parties or in compliance with a final payment order or final decision of the court. On expiry of one year following the end of the lease, the tenant or lessee may request that the security be returned to him by the bank if no claim has been brought against him by the landlord or lessor.

4 The cantons may enact further provisions.


Art. 257f

1 The tenant or lessee must use the object with all due care.

2 Where the lease relates to immovable property, the tenant must show due consideration for others who share the building and for neighbours.

3 If, despite written warning from the landlord or lessor, the tenant or lessee continues to act in breach of his duty of care and consideration such that continuation of the lease becomes unconscionable for the landlord or lessor or other persons sharing the building, the landlord or lessor may terminate the contract with immediate effect or, for leases of residential and commercial premises, subject to at least 30 days’ notice ending on the last day of a calendar month.

4 However, leases of residential and commercial premises may be terminated with immediate effect if the tenant intentionally causes serious damage to the property.


Art. 257g

1 On learning of defects which he himself is not obliged to remedy, the tenant or lessee must inform the landlord or lessor.

2 Failure to notify renders the tenant or lessee liable for any damage incurred by the landlord or lessor as a result.


Art. 257h

1 The tenant or lessee must tolerate works intended to remedy defects in the object or to repair or prevent damage.

2 The tenant or lessee must permit the landlord or lessor to inspect the object to the extent required for maintenance, sale or future leasing.

3 The landlord or lessor must inform the tenant or lessee of works and inspections in good time and take all due account of the latter’s interests when they are carried out; all claims of the tenant or lessee for reduction of the rent (Art. 259_d_) and for damages (Art. 259_e_) are reserved.


F. Non-performance or defective performance when object handed over

Art. 258

1 Where the landlord or lessor fails to hand over the property on the agreed date or hands it over with defects rendering it wholly or partly unfit for its designated use, the tenant or lessee may sue for non-performance of contractual obligations pursuant to Articles 107–109 above.

2 Where the tenant or lessee accepts the object despite such defects but insists that the contract be duly performed, he may make only such claims as would have accrued to him had the defects arisen during the lease (Art. 259_a_–259_i_).

3 The tenant or lessee may bring the claims pursuant to Articles 259_a_–259_i_ below even if, when handed over to him, the object has defects:

a.

 which render the object less fit for its designated use, albeit not substantially so;

b.

 which the tenant or lessee would have to remedy at his own expense during the lease (Art. 259).


I. Obligation of tenant to carry out minor cleaning and repairs

Art. 259

The tenant or lessee must remedy defects which can be dealt with by minor cleaning or repairs as part of regular maintenance and, depending on local custom, must do so at his own expense.


Art. 259a

1 Where defects arise in the object which are not attributable to the tenant or lessee and which he is not obliged to remedy at his own expense, or where he is prevented from using the object as contractually agreed, he may require that the landlord or lessor:

a.

repair the object;

b.

reduce the rent proportionately;

c.

pay damages;

d.

 assume responsibility for litigation against a third party.

2 In addition, a tenant of immovable property may pay rent on deposit rather than to the landlord.


Art. 259b

Where the landlord is aware of a defect and fails to remedy it within a reasonable time, the tenant may:

a.

 terminate the contract with immediate effect if the defect renders the leased property unfit or significantly less fit for its designated use or renders a chattel less fit for purpose;

b.

 arrange for the defect to be remedied at the landlord’s or lessor’s expense if it renders the object less fit for its designated use, albeit not substantially so.


Art. 259c

The tenant or lessee is not entitled to rectification of the defect where the landlord or lessor provides full compensation for the defective object within a reasonable time.


Art. 259d

Where the object is rendered unfit or less fit for its designated use, the tenant or lessee may require the landlord or lessor to reduce the rent proportionately from the time when the landlord or lessor became aware of the defect until the defect is remedied.


Art. 259e

Where the defect has caused damage to the tenant or lessee, the landlord or lessor is liable in damages unless he can prove that he was not at fault.


Art. 259f

Where a third party claims a right over the object that is incompatible with the rights of the tenant or lessee, on notification by the latter the landlord or lessor is obliged to assume responsibility for the litigation.


Art. 259g

1 A tenant of immovable property requesting that a defect be remedied must, in writing, set the landlord a reasonable time limit within which to comply with such request and may warn him that, in the event of failure to comply, on expiry of the time limit the tenant will deposit his future rent payments with an office designated by the canton. He must notify the landlord in writing of his intention to pay rent on deposit.

2 Rent paid on deposit is deemed duly paid.


Art. 259h

1 The landlord becomes entitled to the rent paid on deposit if the tenant or lessee does not bring claims against him before the conciliation authority within 30 days of the due date for the first rent payment paid into deposit.

2 On being notified by the tenant that he intends to pay rent on deposit as it falls due, the landlord may apply to the conciliation authority for release of rent unjustly paid on deposit.


Art. 259i98

The procedure is governed by the CPO[99](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e6105).

[98](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e6086) Amended by Annex 1 No II 5 of the Civil Procedure Code of 19 Dec. 2008, in force since 1 Jan. 2011 ([AS **2010** 1739](eli/oc/2010/262/en);[BBl **2006** 7221](eli/fga/2006/914/en)).

[99](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e6105) [SR **272**](eli/cc/2010/262/en)


Art. 260

1 The landlord or lessor may renovate or modify the object only where conscionable for the tenant or lessee and the lease has not been terminated.

2 In carrying out such works, the landlord or lessor must give due consideration to the tenant or lessee’s interests; all claims of the tenant or lessee for reduction of the rent (Art. 259_d_) and for damages (Art. 259_e_) are reserved.


Art. 260a

1 The tenant or lessee may renovate or modify the object only with the written consent of the landlord or lessor.

2 Once such consent has been given, the landlord or lessor may require the restoration of the object to its previous condition only if this has been agreed in writing.

3 Where at the end of the lease the object has appreciated significantly in value as a result of renovations or modifications to which the landlord or lessor consented, the tenant or lessee may claim appropriate compensation for such appreciation, subject to any written agreements providing for higher levels of compensation.


Art. 261

1 Where after concluding the contract the landlord alienates the object or is dispossessed of it in debt collection or bankruptcy proceedings, the lease passes to the acquirer together with ownership of the object.

2 However, the new owner may:

a.

 serve notice to terminate a lease on residential or commercial premises as of the next legally admissible termination date if he claims an urgent need of such premises for himself, his close relatives or in-laws;

b.

 serve notice to terminate a rental agreement in respect of other objects as of the next legally admissible termination date unless the contract allows for earlier termination.

3 If the new owner terminates sooner than is permitted under the contract with the existing landlord or lessor, the latter is liable for all resultant losses.

4 The provisions governing compulsory purchase are unaffected.


Art. 261a

Where the landlord or lessor grants a third party a limited right in rem and this is tantamount to a change of ownership, the provisions governing alienation of the object apply mutatis mutandis.


III. Entry under priority notice in the land register

Art. 261b

1 The parties to a lease may agree to have it entered under priority notice in the land register.

2 The effect of such entry is that every future owner must allow the property to be used in accordance with the lease.


Art. 262

1 A tenant may sub-let all or part of the property with the landlord’s consent.

2 The landlord may refuse his consent only if:

a.

 the tenant refuses to inform him of the terms of the sub-lease;

b.

 the terms and conditions of the sub-lease are unfair in comparison with those of the principal lease;

c.

 the sub-letting gives rise to major disadvantages for the landlord.

3 The tenant is liable to the landlord for ensuring that the sub-tenant uses the property only in the manner permitted to the tenant himself. To this end the landlord may issue reminders directly to the sub-tenant.


Art. 263

1 The tenant of commercial premises may transfer his lease to a third party with the landlord’s written consent.

2 The landlord may withhold consent only for good cause.

3 Once the landlord gives his consent, the third party is subrogated to the rights and obligations of the tenant under the lease.

4 The tenant is released from his obligations towards the landlord. However, he remains jointly and severally liable with the third party until such time as the lease ends or may be terminated under the contract or by law, but in any event for no more than two years.


Art. 264

1 Where the tenant or lessee returns the object without observing the notice period or the deadline for termination, he is released from his obligations towards the landlord or lessor only if he proposes a new tenant or lessee who is acceptable to the landlord or lessor, solvent and willing to take on the lease or rental agreement under the same terms and conditions.

2 Otherwise, the tenant or lessee must continue to pay the rent until such time as the lease ends or may be terminated under the contract or by law.

3 Against the rent owing to him, the landlord or lessor must permit account to be taken of:

a.

any expenses he has saved, and

b.

 any earnings which he has obtained, or intentionally failed to obtain, from putting the object to some other use.


Art. 265

The landlord or lessor and the tenant or lessee may not waive in advance their right to set off claims arising from the lease.


Art. 266

1 Where the parties have expressly or tacitly agreed to a limited duration, the lease comes to an end on expiry thereof without any need for notice to be given.

2 If the lease is tacitly continued, its duration becomes indefinite.


II. Notice of termination and termination dates

Art. 266a

1 The parties may give notice to terminate a lease of indefinite duration by observing the legally prescribed notice periods and termination dates, except where they have agreed a longer notice period or a different termination date.

2 Where the prescribed notice period or termination date is not observed, termination will be effective as of the next termination date.


Art. 266b

A party may terminate a lease of immovable property or a movable structure by giving three months’ notice expiring on a date fixed by local custom or, in the absence of such custom, at the end of a six-month period of the lease.


Art. 266c

A party may terminate a lease of residential premises by giving three months’ notice expiring on a date fixed by local custom or, in the absence of such custom, at the end of a three-month period of the lease.


Art. 266d

A party may terminate the lease of a commercial property by giving six months’ notice expiring on a date fixed by local custom or, in the absence of such custom, at the end of a three-month period of the lease.


Art. 266e

A party may terminate the lease of furnished rooms, a separately rented parking space or other comparable facility by giving two weeks’ notice expiring at the end of a one-month period of the lease.


Art. 266f

A party may terminate a lease of chattels by giving three days’ notice expiring at any time.


Art. 266g

1 Where performance of the contract becomes unconscionable for the parties for good cause, they may terminate the lease by giving the legally prescribed notice expiring at any time.

2 The court determines the financial consequences of early termination, taking due account of all the circumstances.


Art. 266h

1 Where the tenant or lessee becomes bankrupt after taking possession of the property, the landlord or lessor may call for security for future rent payments. He must grant the tenant or lessee and the bankruptcy administrators an appropriate time limit in which to furnish it.

2 Where no such security is furnished to the landlord or lessor, he may terminate the contract with immediate effect.


Art. 266i

In the event of the death of the tenant or lessee, his heirs may terminate the contract by giving the legally prescribed notice expiring on the next admissible termination date.


Art. 266k

A lessee of a chattel hired for his own private use and leased to him on a commercial basis by the lessor may terminate the lease by giving at least 30 days’ notice expiring at the end of a three-month period of the lease. The lessor has no claim for compensation.


IV. Required form of notice for residential and commercial premises

Art. 266l

1 Notice to terminate leases of residential and commercial premises must be given in writing.

2 The landlord must give notice of termination using a form approved by the canton which informs the tenant how he must proceed if he wishes to contest the termination or apply for an extension of the lease.


Art. 266m

1 Where the leased property serves as the family residence, one spouse may not terminate the lease without the express consent of the other.

2 If the spouse cannot obtain such consent or it is withheld without good cause, he or she may apply to the court.

3 The same provisions apply_mutatis mutandis_ to registered partners.[100](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e6452)

[100](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e6452) Inserted by Annex No 11 to the Same-Sex Partnership Act of 18 June 2004, in force since 1 Jan. 2007 ([AS **2005** 5685](eli/oc/2005/782/en);[BBl **2003** 1288](eli/fga/2003/194/en)).


Art. 266n101

Notice of termination given by the landlord and any notification of a time limit for payment accompanied by a warning of termination in the event of non-payment (Art. 257_d_) must be served separately on the tenant and on his spouse or registered partner.

[101](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e6473) Amended by Annex No 11 to the Same-Sex Partnership Act of 18 June 2004, in force since 1 Jan. 2007 ([AS **2005** 5685](eli/oc/2005/782/en);[BBl **2003** 1288](eli/fga/2003/194/en)).


Art. 266o

Notice of termination is void if it does not conform to Articles 266_l_–266_n_.


Art. 267

1 At the end of the lease, the tenant or lessee must return the object in a condition that accords with its contractually designated use.

2 Any clause whereby the tenant or lessee undertakes to pay compensation on termination of the lease is void except insofar as such compensation relates to possible damage.


II. Inspection of object and notification of tenant or lessee

Art. 267a

1 When the object is returned, the landlord or lessor must inspect its condition and immediately inform the tenant or lessee of any defects for which he is answerable.

2 If the landlord or lessor fails to do so, he forfeits his claims save in respect of defects not detectable on customary inspection.

3 Where the landlord or lessor discovers such defects subsequently, he must inform the tenant or lessee immediately.


Art. 268

1 As security for rent for the past year and the current six-month period, a landlord of commercial premises has a special lien on chattels located on the leased premises and either used as fixtures or required for the use of the premises.

2 The landlord’s special lien also extends to property brought onto the premises by a sub-tenant to the extent that he has not paid his rent.

3 Goods not subject to attachment by creditors of the tenant are not subject to the lien.


Art. 268a

1 The rights of third parties to objects which the landlord knew or should have known do not belong to the tenant and to stolen, lost, missing or otherwise mislaid objects take precedence over the landlord’s special lien.

2 Where the landlord learns only during the lease that objects brought onto the premises by the tenant are not the latter’s property, his lien on them is extinguished unless he terminates the lease as of the next admissible termination date.


Art. 268b

1 Where the tenant wishes to vacate the premises or intends to remove the objects located thereon, the landlord may, with the assistance of the competent authority, retain such objects as are required to secure his claim.

2 Items removed secretly or by force may, with police assistance, be brought back onto the premises within ten days of their removal.


Section Two: Protection against Unfair Rents or other Unfair Claims by the Landlord in Respect of Leases of Residential and Commercial Premises

Art. 269

Rents are unfair where they permit the landlord to derive excessive income from the leased property or where they are based on a clearly excessive sale price.


Art. 269a

In particular, rents are not generally held to be unfair if:

a.

 they fall within the range of rents customary in the locality or district;

b.

 they are justified by increases in costs or by additional services provided by the landlord;

c.

 in the case of a recently constructed property, they do not exceed the range of gross pre-tax yield required to cover costs;

d.

 they serve merely to balance out a rent decrease previously granted as part of a reallocation of funding costs at prevailing market rates and they are set out in a payment plan made known to the tenant in advance;

e.

 they serve merely to balance out the inflation on the risk capital;

f.

 they do not exceed the levels recommended in master agreements drawn up by landlords’ and tenants’ associations or organisations representing similar interests.


Art. 269b

An agreement to link rent to an index is valid only where the lease is contracted for at least five years and the benchmark is the Swiss consumer prices index.


Art. 269c

An agreement to increase the rent periodically by fixed amounts is valid only where:

a.

 the lease is contracted for at least three years;

b.

 the rent is increased no more than once a year; and

c.

 the amount by which it is increased is fixed in francs.


D. Rent increases and other unilateral amendments by the landlord

Art. 269d

1 The landlord may at any time increase the rent with effect from the next termination date. He must give notice of and reasons for the rent increase at least ten days before the beginning of the notice period for termination using a form approved by the canton.

2 The rent increase is void where:

a.

 it is not communicated using the prescribed form;

b.

no reasons are given;

c.

 notification of the increase is accompanied by notice to terminate or a threat of termination.

3 Paragraphs 1 and 2 also apply where the landlord intends to make other unilateral amendments to the lease to the detriment of the tenant, for example by reducing the services provided or adding new accessory charges.


Art. 270

1 Within 30 days of taking possession of the property, the tenant may challenge the initial rent as unfair within the meaning of Articles 269 and 269_a_ before the conciliation authority and request said authority to order a reduction of the rent:

a.

 if the tenant felt compelled to conclude the lease agreement on account of personal or family hardship or by reason of the conditions prevailing on the local market for residential and commercial premises; or

b.

 if the initial rent required by the landlord is significantly higher than the previous rent for the same property.

2 In the event of a housing shortage, the cantons may make it obligatory in all or part of their territory to use the form stipulated in Article 269_d_ when contracting any new lease.


Art. 270a

1 The tenant may challenge the rent as unfair and request its reduction as of the next termination date where he has good cause to suppose that, because of significant changes to the calculation basis and most notably a reduction in costs, the return derived by the landlord from the leased property is now excessive within the meaning of Articles 269 and 269_a_.

2 The tenant must present his request for a rent reduction in writing to the landlord, who has 30 days in which to respond. Where the landlord does not accede to the request in full or in part or does not respond in good time, the tenant may apply to the conciliation authority within 30 days.

3 Paragraph 2 does not apply if the tenant is simultaneously challenging a rent increase and requesting a rent reduction.


II. Challenging rent increases and other unilateral amendments by the landlord

Art. 270b

1 Within 30 days of receiving notice of a rent increase, the tenant may challenge it before the conciliation authority as unfair within the meaning of Articles 269 and 269_a_.

2 Paragraph 1 also applies where the landlord makes other unilateral amendments to the lease to the detriment of the tenant, in particular by reducing the services provided or adding new accessory charges.


Art. 270c

Without prejudice to the right to challenge the initial rent, a party may argue before the conciliation authority only that the rent increase or reduction requested by the other party is not justified by a corresponding change in the index.


IV. Challenging periodical rent increases

Art. 270d

Without prejudice to the right to challenge the initial rent, the tenant may not challenge periodical rent increases.


F. Continued validity of lease during challenge proceedings

Art. 270e

The existing lease remains in force without change:

a.

 during conciliation proceedings, where the parties fail to reach agreement;

b.

 during court proceedings, subject to provisional measures ordered by the court.


Section Three: Protection against Termination of Leases of Residential and Commercial Premises

Art. 271

1 Notice of termination may be challenged where it contravenes the principle of good faith.

2 On request, reasons for giving notice must be stated.


Art. 271a

1 Notice of termination served by the landlord may be challenged in particular where it is given:

a.

 because the tenant is asserting claims arising under the lease in good faith;

b.

 because the landlord wishes to impose a unilateral amendment of the lease to the tenant’s detriment or to change the rent;

c.

 for the sole purpose of inducing the tenant to purchase the leased premises;

d.

 during conciliation or court proceedings in connection with the lease, unless the tenant initiated such proceedings in bad faith;

e.

 within three years of the conclusion of conciliation or court proceedings in connection with the lease in which the landlord:

1.

was largely unsuccessful,

2.

 withdrew or considerably reduced his claim or action,

3.

 declined to bring the matter before the court,

4.

 reached a settlement or some other compromise with the tenant;

f.

 because of changes in the tenant’s family circumstances which do not give rise to any significant disadvantage to the landlord.

2 Paragraph 1 let. e. is also applicable where the tenant can produce documents showing that he reached a settlement with the landlord concerning a claim in connection with the lease outside conciliation or court proceedings.

3 Paragraph 1 let. d. and e. are not applicable where notice of termination is given:

a.

 because the landlord urgently needs the property for his own use or that of family members or in-laws;

b.

 because the tenant is in default on his payments (Art. 257_d_);

c.

 because the tenant is in serious breach of his duty of care and consideration (Art. 257_f_ para. 3 and 4);

d.

 as a result of alienation of the leased premises (Art. 261);

e.

for good cause (Art. 266_g_);

f.

 because the tenant is bankrupt (Art. 266_h_).


Art. 272

1 The tenant may request the extension of a fixed-term or open-ended lease where termination of the lease would cause a degree of hardship for him or his family that cannot be justified by the interests of the landlord.

2 When weighing the respective interests, the competent authority has particular regard to:

a.

 the circumstances in which the lease was contracted and the terms of the lease;

b.

the duration of the lease;

c.

 the personal, family and financial circumstances of the parties, as well as their conduct;

d.

 any need that the landlord might have to use the premises for himself, his family members or his in-laws and the urgency of such need;

e.

 the conditions prevailing on the local market for residential and commercial premises.

3 Where the tenant requests a second extension, the competent authority must also consider whether the tenant has done everything that might reasonably be expected of him to mitigate the hardship caused by the notice of termination.


Art. 272a

1 No extension is granted where notice of termination is given:

a.

 because the tenant is in default on his payments (Art. 257_d_);

b.

 because the tenant is in serious breach of his duty of care and consideration (Art. 257_f_ para. 3 and 4);

c.

 because the tenant is bankrupt (Art. 266_h_);

d.

 in respect of a lease expressly concluded for a limited period until refurbishment or demolition works begin or the requisite planning permission is obtained.

2 As a general rule, no extension is granted where the landlord offers the tenant equivalent residential or commercial premises.


Art. 272b

1 A lease may be extended by up to four years in the case of residential premises and by up to six years for commercial premises. Within these overall limits, one or two extensions may be granted.

2 Where the parties agree to an extension of the lease, they are not bound by a maximum duration and the tenant may waive a second extension.


Art. 272c

1 Either party may ask the court to modify the lease in line with changed circumstances when deciding on the lease extension.

2 Where the lease is not varied in the decision on the lease extension, it remains in force during the extension period, subject to other means of variation envisaged by law.


Art. 272d

Unless the decision on extension or the extension agreement stipulates otherwise, the tenant may terminate the lease:

a.

 by giving one month’s notice expiring at the end of a calendar month in cases where the extension does not exceed one year;

b.

 by giving three months’ notice expiring on an admissible termination date in cases where the extension exceeds one year.


Art. 273

1 A party wishing to challenge termination must bring the matter before the conciliation authority within 30 days of receiving the notice of termination.

2 A tenant wishing to apply for a lease extension must submit his request to the conciliation authority:

a.

 within 30 days of receiving the notice of termination, where the lease is open-ended;

b.

 not later than 60 days before expiry of the lease, where it is of limited duration.

3 A tenant requesting a second extension must submit his request to the conciliation authority not later than 60 days before expiry of the first extension.

4 The procedure before the conciliation authority is governed by the CPO[103](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e7045).[104](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e7054)

5 Where the competent authority rejects a request made by the tenant relating to challenging termination, it must examine ex officio whether the lease may be extended.[105](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e7072)

[103](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e7045) [SR **272**](eli/cc/2010/262/en)

[104](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e7054) Amended by Annex 1 No II 5 of the Civil Procedure Code of 19 Dec. 2008, in force since 1 Jan. 2011 ([AS **2010** 1739](eli/oc/2010/262/en);[BBl **2006** 7221](eli/fga/2006/914/en)).

[105](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e7072) Amended by Annex 1 No II 5 of the Civil Procedure Code of 19 Dec. 2008, in force since 1 Jan. 2011 ([AS **2010** 1739](eli/oc/2010/262/en);[BBl **2006** 7221](eli/fga/2006/914/en)).


Art. 273a

1 Where the leased property serves as the family residence, the tenant’s spouse is likewise entitled to challenge the termination, request a lease extension and exercise the other rights accruing to the tenant in the event that notice of termination is served.

2 Agreements providing for an extension of the lease are valid only if concluded with both spouses.

3 The same provisions apply_mutatis mutandis_ to registered partners.[106](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e7107)

[106](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e7107) Inserted by Annex No 11 to the Same-Sex Partnership Act of 18 June 2004, in force since 1 Jan. 2007 ([AS **2005** 5685](eli/oc/2005/782/en);[BBl **2003** 1288](eli/fga/2003/194/en)).


Art. 273b

1 The provisions of this Chapter apply to sub-leases provided the principal lease has not been terminated. A sub-lease may be extended only within the duration of the principal lease.

2 Where the main purpose of the sub-lease is to circumvent the provisions governing protection against termination, the sub-tenant is granted such protection without regard to the principal lease. If the principal lease is terminated, the landlord is subrogated to the rights of the tenant in his contract with the sub-tenant.


Art. 273c

1 The tenant may waive the rights conferred on him by the provisions of this Chapter only where this is expressly envisaged.

2 All agreements to the contrary are void.


Art. 274–274g


Title Eightbis:108 The Usufructuary Lease

Art. 275

The usufructuary lease is a contract whereby the lessor undertakes to grant the lessee the use of a productive object or right and the benefit of its fruits or proceeds in exchange for rent.


Art. 276

The provisions governing usufructuary leases of residential and commercial premises also apply to objects made available together with such premises for the use and enjoyment of the tenant.


Art. 276a

1 Usufructuary leases relating to agricultural enterprises or to agricultural land and buildings are governed by the Federal Act of 4 October 1985[109](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e7237) on Agricultural Leases, insofar as it contains special provisions.

2 In other respects the Code of Obligations applies with the exception of the provisions governing leases of residential and commercial premises.[110](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e7251)

[109](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e7237) [SR **221.213.2**](eli/cc/1986/926%5F926%5F926/en)

[110](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e7251) Amended by Annex 1 No II 5 of the Civil Procedure Code of 19 Dec. 2008, in force since 1 Jan. 2011 ([AS **2010** 1739](eli/oc/2010/262/en);[BBl **2006** 7221](eli/fga/2006/914/en)).


Art. 277

Where machinery, livestock or supplies are included in the lease, each party must furnish the other with a precise, signed inventory and take part in a joint valuation thereof.


Art. 278

1 The lessor is required to make the object available on the agreed date in a condition fit for its designated use and operation.

2 If a report was drawn up on the return of the object at the end of the previous lease, on request the lessor must make this document available for inspection by the new lessee when the object is handed over to him.

3 Similarly, the new lessee has the right to be informed of the amount of rent paid under the previous lease.


Art. 279

The lessor is obliged to carry out major repairs to the object that become necessary during the lease at his own expense and as soon as the lessee has informed him of the need for such repairs.


Art. 280

The lessor bears all taxes and charges in connection with the object.


Art. 281

1 The lessee must pay the rent and, where applicable, the accessory charges at the end of each year of the lease but not later than when the lease expires, save where another payment date is stipulated by agreement or local custom.

2 Article 257_a_ applies to accessory charges.


Art. 282

1 Where, having accepted the property, the lessee is in arrears with payments of rent or accessory charges, the lessor may set a time limit of at least 60 days for payment and notify him that in the event of non-payment the lessor will terminate the lease on expiry of that time limit.

2 In the event of non-payment within the time limit the lessor may terminate the usufructuary lease with immediate effect or, for leases of residential and commercial premises, subject to at least 30 days’ notice ending on the last day of a calendar month.


Art. 283

1 The lessee must use the leased object with due care in accordance with its intended use and in particular must ensure that its long-term productivity is sustained.

2 Where the usufructuary lease relates to immovable property, the tenant must show due consideration for others who share the building and for neighbours.


Art. 284

1 The lessee must carry out the normal maintenance of the leased object.

2 In accordance with local custom, he must carry out minor repairs and replace inexpensive equipment and tools which have become useless as a result of age or wear and tear.


Art. 285

1 If, despite written warning from the lessor, the lessee continues to act in breach of his duty of care, consideration or maintenance such that continuation of the usufructuary lease becomes unconscionable for the lessor or other persons sharing the building, the lessor may terminate the lease with immediate effect or, for leases of residential and commercial premises, subject to at least 30 days’ notice ending on the last day of a calendar month.

2 However, leases of residential and commercial premises may be terminated with immediate effect if the tenant intentionally causes serious damage to the property.


Art. 286

1 If major repairs become necessary or a third party makes claims against the object of the usufructuary lease, the lessee must inform the lessor immediately.

2 Failure to notify renders the lessee liable for any damage incurred by the lessor as a result.


Art. 287

1 The lessee must tolerate major repairs intended to remedy defects in the object or to repair or prevent damage.

2 The lessee must permit the lessor to inspect the object to the extent required for maintenance, sale or future leasing.

3 The lessor must inform the lessee of works and inspections in good time and take all due account of the latter’s interests when they are carried out; the provisions on leases in Title 8 (Art. 259_d_ and 259_e_) apply _mutatis mutandis_ to all claims of the lessee for reduction of the rent and for damages.


E. Rights of the lessee on non-performance or defective performance

Art. 288

1 The provisions on leases in Title 8 (Art. 258 and 259_a_–259_i_) apply_mutatis mutandis_:

a.

 where the lessor fails to hand over the property on the agreed date or hands it over in a defective condition;

b.

 where defects arise in the object which are not attributable to the lessee and which he is not obliged to remedy at his own expense, or where he is prevented from using the object as contractually agreed.

2 Clauses to the contrary to the detriment of the lessee are void if they are set out:

a.

 in previously formulated general terms and conditions;

b.

 in usufructuary leases for residential or commercial premises.


Art. 289

1 The lessor may renovate or modify the object only where conscionable for the lessee and the usufructuary lease has not been terminated.

2 In carrying out such works, the lessor must give due consideration to the lessee’s interests; the provisions on leases in Title 8 (Art. 259_d_ and Art. 259_e_) apply _mutatis mutandis_ to any claims of the lessee for reduction of the rent and for damages.


Art. 289a

1 The lessee requires the lessor’s written consent in order to:

a.

 alter the manner in which the object has traditionally been managed in ways which will have lasting significance beyond the duration of the lease;

b.

 carry out renovations or modifications to the object above and beyond the remit of normal maintenance.

2 Once such consent has been given, the lessor may require the restoration of the object to its previous condition only if this has been agreed in writing.

3 Where the lessor has not given his written consent to an alteration within the meaning of paragraph 1 let. a. and the lessee has failed to reverse such alteration within an appropriate time, the lessor may terminate the contract with immediate effect or, for leases of residential and commercial premises, subject to at least 30 days’ notice expiring on the last day of a calendar month.


Art. 290

The provisions on leases in Title 8 (Art. 261–261_b_) apply _mutatis mutandis_:

a.

where the leased object is alienated;

b.

 where limited rights in rem are established on the leased object;

c.

 where the lease is entered under priority notice in the land register.


Art. 291

1 The lessee may sub-let all or part of the leased object with the lessor’s consent.

2 The lessor may refuse his consent to the sub-letting of premises which form part of a leased property only if:

a.

 the lessee refuses to inform him of the terms of the sub-lease;

b.

 the terms and conditions of the sub-lease are unfair in comparison with those of the usufructuary lease;

c.

 the sub-letting gives rise to major disadvantages for the lessor.

3 The lessee is liable to the lessor for ensuring that the sub-tenant or sub-lessee uses the object only in the manner permitted to the lessee himself. To this end the lessor may issue reminders directly to the sub-tenant or sub-lessee.


J. Transfer of usufructuary lease to a third party

Art. 292

Article 263 applies _mutatis mutandis_ to the transfer of a usufructuary lease of commercial premises to a third party.


Art. 293

1 Where the lessee returns the object without observing the notice period or the deadline for termination, he is released from his obligations towards the lessor only if he proposes a new lessee who is acceptable to the lessor, solvent and willing to take on the lease on the same terms and conditions.

2 Otherwise, the lessee must continue to pay the rent until such time as the lease ends or may be terminated under the contract or by law.

3 Against the rent owing to him the lessor must permit the following to be brought into account:

a.

any expenses he has saved, and

b.

 any earnings which he has obtained, or intentionally failed to obtain, from putting the object to some other use.


Art. 294

Article 265 applies _mutatis mutandis_ to the set-off of claims arising from a usufructuary lease.


Art. 295

1 Where the parties have expressly or tacitly agreed to a limited duration, the usufructuary lease comes to an end on expiry thereof without any need for notice to be given.

2 If the usufructuary lease is tacitly continued, it is deemed to have been extended on the same terms and conditions for a further year unless otherwise agreed.

3 A party may terminate the extended usufructuary lease by giving the legally prescribed period of notice expiring at the end of a lease year.


Art. 296

1 The parties may terminate an open-ended usufructuary lease by giving six months’ notice expiring on any date of their choosing unless otherwise stipulated by agreement or local custom and unless the nature of the leased object implies that the parties intended otherwise.

2 The parties may terminate an open-ended usufructuary lease of residential or commercial premises by giving at least six months’ notice expiring on a date fixed by local custom or, absent in the absence of such custom, at the end of a three-month lease period. The parties may agree a longer notice period or another termination date.

3 Where the prescribed notice period or termination date is not observed, termination will be effective as of the next termination date.


Art. 297

1 Where performance of the contract becomes unconscionable for the parties for good cause, they may terminate the usufructuary lease by giving the legally prescribed notice expiring at any time.

2 The court determines the financial consequences of early termination, taking due account of all the circumstances.


Art. 297a

1 Where the lessee becomes bankrupt after taking possession of the property, the lease ends on commencement of bankruptcy proceedings.

2 However, where the lessor has received sufficient security for the current year’s rent and the inventory, he must continue the lease until the end of the lease year.


Art. 297b

In the event of the death of the lessee, his heirs and the lessor may terminate the contract by giving the legally prescribed notice expiring on the next admissible termination date.


Art. 298

1 Notice to terminate usufructuary leases of residential or commercial premises must be given in writing.

2 The lessor must give notice of termination using a form approved by the canton which informs the lessee how he must proceed if he wishes to contest the termination or apply for an extension of the lease.

3 Notice to terminate is void if it does not fulfil the above requirements.


Art. 299

1 At the end of the usufructuary lease, the lessee must return the object together with all items listed in the inventory in the condition they are in at that time.

2 He is entitled to compensation for improvements which result:

a.

 from endeavours exceeding the normal degree of diligence due in managing the object;

b.

 for renovations or modifications to which the lessor gave his written consent.

3 He must compensate the lessor for any deterioration that could have been prevented by diligent management of the object.

4 Any agreement whereby the lessee undertakes to pay compensation on termination of the lease is void except insofar as such compensation relates to possible damage.


II. Inspection of object and notification of lessee

Art. 299a

1 When the object is returned, the lessor must inspect its condition and immediately inform the lessee of any defects for which he is answerable.

2 If the lessor fails to do so, he forfeits his claims save in respect of defects not detectable on customary inspection.

3 Where the lessor discovers such defects subsequently, he must inform the lessee immediately.


Division Two: Types of Contractual Relationship

Art. 299b

1 Where items listed in the inventory were valued when the object was originally handed over to the lessee, he must return an inventory of items of the same type and estimated value or pay compensation for any reduction in value.

2 The lessee is not obliged to pay compensation for missing items if he can prove that they were lost through the fault of the lessor or force majeure.

3 The lessee is entitled to compensation for added value resulting from his outlays and his labour.


Art. 299c

The lessor of commercial premises has the same right of lien in respect of the rent for the past year and the current year of a usufructuary lease as the landlord under the provisions governing leases and rental agreements (Art. 268 et seq.).


P. Protection against termination of usufructuary leases of residential and commercial premises

Art. 300

1 The provisions on leases in Title 8 (Art. 271–273_c_) apply _mutatis mutandis_ to protection against termination of usufructuary leases of residential or commercial premises.

2 The provisions governing the family residence (Art. 273_a_) are not applicable.


Art. 301111

The procedure is governed by the CPO[112](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fn-d8e7796).

[111](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e7777) Amended by Annex 1 No II 5 of the Civil Procedure Code of 19 Dec. 2008, in force since 1 Jan. 2011 ([AS **2010** 1739](eli/oc/2010/262/en);[BBl **2006** 7221](eli/fga/2006/914/en)).

[112](https://www.fedlex.admin.ch/eli/cc/27/317%5F321%5F377/en#fnbck-d8e7796) [SR **272**](eli/cc/2010/262/en)


I. Rights and obligations of the tenant farmer

Art. 302

1 In respect of a lease of livestock which is not part of an agricultural tenancy, all benefits arising from leased livestock belong to the tenant farmer unless otherwise provided by agreement or local custom.

2 The tenant farmer feeds and cares for the livestock and pays rent to the lessor in the form of either money or a share in the benefits in kind.


Art. 303

1 Unless otherwise provided by agreement or local custom, the tenant farmer is liable for damage to the leased livestock unless he can prove that such damage could not have been avoided even with all due care and attention.

2 The tenant farmer is entitled to have any extraordinary costs of caring for the livestock reimbursed by the lessor unless the tenant farmer was at fault in incurring such costs.

3 The tenant farmer must inform the lessor as soon as possible of serious accidents or illness.


Art. 304

1 Where the lease is open-ended, either party may terminate it as of any date of their choosing, unless otherwise provided by agreement or local custom.

2 However, such termination must take place in good faith and not at an inopportune juncture.


Art. 305

A loan for use is a contract whereby the lender undertakes to make an object available free of charge to the borrower for the latter’s use and the borrower undertakes to return it to him after having made use of it.


Art. 306

1 The borrower may make use of the loaned object only for the purpose stipulated in the contract or, in the absence of any stipulation, for its normal purpose or the purpose dictated by its nature.

2 He is not entitled to grant use of the object to a third party.

3 A borrower acting in breach of these provisions is liable even for accidental damage unless he can prove that the object would have been affected in any event.


Art. 307

1 The borrower bears the ordinary costs of maintenance and, in the case of loaned animals, in particular the costs of feeding them.

2 He is entitled to reimbursement of extraordinary expenses he has been obliged to incur for the lender’s benefit.


Art. 308

Persons who have jointly borrowed a single object are jointly and severally liable for it.


Art. 309

1 Where the loan for use is open-ended, it ends as soon as the borrower has made use of the object as agreed or on expiry of the period in which such use could have been made of it.

2 The lender is entitled to reclaim the object before that time if the borrower uses it for a purpose contrary to the agreement, if he damages it, if he permits a third party to use it or if unforeseen developments occur which leave the lender in urgent need of the object.


Art. 310

Where the contract stipulates neither the purpose nor the duration of the loan, the lender may reclaim the loaned object whenever he sees fit.


Art. 311

The loan for use ends on the death of the borrower.


Art. 312

A fixed-term loan is a contract whereby the lender undertakes to transfer the ownership of a sum of money or of other fungible goods to the borrower, who in return undertakes to return objects of the same quantity and quality to him.


Art. 313

1 In normal dealings, interest is payable on a fixed-term loan only where this has specifically been agreed.

2 In commercial transactions, interest is payable on fixed-term loans even where this has not been expressly agreed.


Art. 314

1 Where the interest rate is not stipulated in the contract, it is presumed to be the customary rate for loans of the same type at the time and place that the fixed-term loan was received.

2 Unless otherwise agreed, the promised interest is payable annually.

3 Any prior agreement that interest will be added to the loan principal and become subject to further interest is void, subject to standard business practices and in particular those of savings banks for calculating interest on current accounts and similar commercial instruments under which the calculation of compound interest is customary.


II. Prescriptive period for claims for delivery and acceptance

Art. 315

The borrower’s claim for delivery and the lender’s claim for acceptance of the fixed-term loan prescribe six months after the date on which the other party defaults.


Art. 316

1 The lender may refuse to hand over the fixed-term loan if the borrower becomes insolvent after entering into the contract.

2 The lender has the right to refuse delivery even if insolvency occurred before the contract was concluded but he only subsequently became aware of it.


Art. 317

1 Where the borrower receives securities or goods rather than the agreed sum of money, the amount of the fixed-term loan is deemed to be the current or market price of the securities or goods concerned at the time and place of delivery.

2 Any agreement to the contrary is void.


Art. 318

Where a fixed-term loan contract does not stipulate the repayment date or the period of notice to terminate the contract or the expiry of the contract at any time on first request, the borrower must repay the loan within six weeks of the first request by the lender.


Section One: The Individual Employment Contract

Art. 319

1 By means of an individual employment contract, the employee undertakes to work in the service of the employer for a limited or unlimited period and the employer undertakes to pay him a salary based on the amount of time he works (time wage) or the tasks he performs (piece work).

2 A contract whereby an employee undertakes to work regularly in the employer’s service by hours, half-days or days (part-time work) is likewise deemed to be an individual employment contract.