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On Sale Agreement

On Sale Agreement Template for Denmark

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On Sale Agreement

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Document background
The On Sale Agreement serves as a fundamental legal instrument in Danish commercial transactions, providing a structured framework for the sale of goods, assets, or property. This document is essential when parties need to formalize a sale transaction under Danish law, ensuring compliance with the Danish Sale of Goods Act (Købeloven), relevant EU directives, and other applicable regulations. It is particularly crucial for transactions requiring detailed documentation of terms, conditions, warranties, and specific arrangements regarding delivery and payment. The agreement should be used when the transaction value, complexity, or risk profile necessitates a comprehensive written agreement rather than a simple invoice or purchase order. It incorporates mandatory Danish legal requirements while allowing flexibility to accommodate specific commercial terms agreed between the parties.
Suggested Sections

1. Parties: Identification and details of the seller and buyer, including full legal names, registration numbers, and addresses

2. Background: Context of the sale and brief description of the transaction

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

4. Subject Matter of Sale: Detailed description of the goods or assets being sold

5. Purchase Price: The agreed purchase price, payment terms, and payment method

6. Delivery: Terms and conditions of delivery, including timing, location, and method

7. Transfer of Title and Risk: When and how ownership and risk transfer from seller to buyer

8. Seller's Warranties: Warranties provided by the seller regarding the goods/assets

9. Buyer's Obligations: Key obligations of the buyer including payment and acceptance of delivery

10. Inspection and Acceptance: Process for inspecting and accepting the goods/assets

11. Defects and Claims: Procedure for handling defects and making claims

12. Termination: Circumstances under which the agreement can be terminated

13. Governing Law and Jurisdiction: Confirmation of Danish law as governing law and jurisdiction for disputes

14. Signatures: Execution block for parties' signatures

Optional Sections

1. Intellectual Property Rights: Required when the sale involves any IP rights or licenses

2. Confidentiality: Include when sensitive information will be exchanged during the transaction

3. Due Diligence: Necessary for complex sales requiring pre-completion investigation

4. Conditions Precedent: Include when completion is subject to certain conditions being met

5. Environmental Compliance: Required when selling goods/assets with environmental implications

6. Employee Matters: Necessary when the sale involves transfer of employees

7. Tax Matters: Include when specific tax considerations need to be addressed

8. Insurance: Required when specific insurance arrangements need to be specified

9. Force Majeure: Include when parties want to address extraordinary circumstances

10. Assignment: Include when transfer rights need to be specifically addressed

Suggested Schedules

1. Schedule 1 - Asset Description: Detailed description and/or inventory of the goods/assets being sold

2. Schedule 2 - Pricing Schedule: Detailed breakdown of pricing, including any adjustments or calculations

3. Schedule 3 - Delivery Schedule: Detailed delivery timeline and specifications

4. Schedule 4 - Warranties: Comprehensive list of warranties provided by the seller

5. Schedule 5 - Due Diligence Results: Summary of due diligence findings (if applicable)

6. Schedule 6 - Required Consents: List of third-party consents required for the sale

7. Schedule 7 - Existing Encumbrances: List of any existing liens, encumbrances, or claims on the assets

8. Appendix A - Technical Specifications: Technical details and specifications of the goods/assets

9. Appendix B - Compliance Certificates: Copies of relevant compliance certificates and permits

10. Appendix C - Transfer Documents: Forms and documents required for transferring ownership

Authors

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Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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