General Sales Contract

General Sales Contract Template for Denmark

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Document background

The General Sales Contract serves as a fundamental legal instrument for structuring commercial sales transactions under Danish law. It is designed for use in business-to-business relationships where parties need to establish clear terms for the sale and purchase of goods. The document incorporates key provisions required by Danish legislation, particularly the Købeloven (Sale of Goods Act) and Aftaleloven (Contracts Act), while allowing for customization based on specific commercial needs. This contract type is essential for businesses operating in Denmark or choosing Danish law as their governing law, providing certainty in areas such as risk transfer, delivery obligations, payment terms, and remedies for breach. It's particularly valuable for recurring business relationships or significant one-time transactions where parties need comprehensive documentation of their rights and obligations.

Suggested Sections

1. Parties: Identification and details of the seller and buyer, including business registration numbers (CVR)

2. Background: Context of the agreement and general commercial intent of the parties

3. Definitions: Definitions of key terms used throughout the agreement

4. Scope of Supply: Detailed description of the goods to be supplied under the contract

5. Price and Payment Terms: Pricing structure, payment schedules, and invoicing requirements

6. Delivery Terms: Delivery conditions, timing, and Incoterms where applicable

7. Title and Risk: Transfer of ownership and risk in the goods

8. Warranties and Quality Requirements: Product warranties and quality standards

9. Liability and Limitations: Extent and limitations of liability under Danish law

10. Term and Termination: Duration of the agreement and termination provisions

11. Force Majeure: Circumstances excusing performance of obligations

12. Governing Law and Jurisdiction: Confirmation of Danish law application and jurisdiction

13. Notices: How formal communications between parties should be made

14. Entire Agreement: Integration clause confirming the complete agreement between parties

Optional Sections

1. Intellectual Property Rights: Required when the sale involves products with IP components or licensed materials

2. Confidentiality: Needed when sensitive information will be exchanged during the business relationship

3. Insurance: Important for high-value goods or when specific risks need to be covered

4. Export Control: Required when goods may be subject to export restrictions or international trade regulations

5. Data Protection: Necessary when personal data will be processed as part of the sales relationship

6. Service Level Agreement: Required when the sale includes ongoing service components

7. Change Management: Useful for long-term supply relationships where changes may be needed

8. Environmental Compliance: Important when goods must meet specific environmental standards

Suggested Schedules

1. Product Specification: Detailed technical specifications of the goods

2. Price List: Detailed pricing information, including any volume discounts or special pricing terms

3. Delivery Schedule: Specific delivery dates or timeframes for regular deliveries

4. Quality Standards: Detailed quality requirements and testing procedures

5. Warranty Terms: Detailed warranty conditions and claim procedures

6. Contact Details: List of key contacts for various aspects of the contract

7. Service Level Requirements: Detailed service levels and performance metrics if applicable

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