|
Jura og virksomhed
|
Written terms of sale and delivery are not statutory, but it is advisable to work out such documentation in order to minimize the risk of problems and disputes.
Forwarding sales and delivery terms is a service to a company’s customers thus informing them under which conditions they are doing business which enables them to back out if they do not agree to the terms.
The Danish Sale of Goods Act is nonmandatory – meaning that its provisions are modifiable – however, you cannot disclaim liability for terms of sale and delivery. Such a disclaimer is likely to be overruled in a lawsuit carried on by the customer.
It is advisable to adjust your terms of sale and delivery to comply with trade customs.
Visibility
Terms of sale and delivery can be mailed out along with promotion material, but a customer must, at the latest, be informed of such terms when the agreement is made and they must be included in the agreement. Pre-printed terms of sale and delivery on the back of the invoice is not adequate. This is just a subsequent arrangement in order to secure payment for work carried out or goods delivered.
Thus, terms of sale and delivery must be stated on estimates and quotations. On the face it could refer to the back or enclosures for such information.
The burden of proving that terms of sale and delivery was part of the agreement lies with the seller. Thus, it is crucial to obtain the customer’s confirmation of the existence of such terms.
Estimate
A sales pattern could be that the customer receives an estimate of a given assignment. An estimate is a rough specification and maybe a price calculation of an assignment.
It must appear from the estimate that it is nothing but an estimate. It is important that the customer knows that what s/he has received is an estimate, as estimates are not binding.
Quotation
If the customer finds the estimate attractive, s/he may request a quotation.
Making a quotation is binding to the offerer for a specified period. Specification of period may appear from the quotation. Alternatively, trade customs may stipulate that quotations are binding for a specific period. Otherwise, the period is defined in the Danish Agreements Act as the time the offerer of the quotation must anticipate as being appropriate for the customer to consider the quotation and respond to it.
Order Confirmation
To be sure that your deal is home and dry you need to have your customer return a specified and signed order confirmation – and, if required, a signed copy of the terms of sale and delivery.
Sale of Goods Act
The Sale of Goods Act lays down various rules of trade between companies (commercial sale), and of trade between companies and consumers (consumer sale).
Some main breaches of contract on the seller’s part is overdue delivery or defective goods.
Main breaches of contract on the buyer’s part is overdue or non-payment.
Seller’s breach of contract may cause the customer to claim damages, rescind the contract of sale or demand goods delivered to replace the defective ones.
The rules of commercial sale are the most restrictive ones.
Any delay usually makes it possible for the customer to rescind the contract of sale or claim damages (if the goods have to be purchased elsewhere at a higher price).
Defective goods of any kind must immediately be reported to the seller.
The Sale of Goods Act’s provisions on defective goods and overdue delivery can be departed from through terms of sale and delivery. However, most trades have set forth individual customs impeding full disclaimer of any provisions. Otherwise, they will never see any customers.
Simonsen
- General Terms and Conditions of Sale
- Gennemgang af generelle salgsmetingelser
|
 |