Disclosure schedule

A disclosure schedule is the document annexed to the sale agreement by which the seller brings to the buyer's attention the facts and exceptions that qualify its representations and warranties. A duly disclosed fact cannot, in principle, give rise to a warranty claim.

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Its preparation is a central exercise of the contractual phase: the seller seeks to disclose broadly to limit its exposure, the buyer to define precisely the warranted perimeter. It crystallises the post-closing risk allocation arising from due diligence.

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Example: in a sale, the seller discloses in the schedules an ongoing commercial dispute of CHF 300,000 and a client contract terminable at short notice. These facts, known to the buyer, are excluded from the warranty and factored into the price negotiation.

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At Hectelion, we support the preparation of disclosure schedules to secure the balance between seller protection and buyer information.