Danish law allows companies to apply their own general terms and conditions to agreements. However, there are several requirements that must be met and things to keep in mind when drafting general terms and conditions.
Requirements for the Applicability of General Terms and Conditions
For general terms and conditions to be incorporated into an agreement under Danish law, a company must clearly inform the other party that the terms and conditions apply to the specific agreement.
The other party must be given the opportunity to read the terms and conditions before accepting them. This can be done by providing a link to the relevant terms and conditions.
It is essential that the other party has had an opportunity to review and accept the terms and conditions before the agreement is concluded. Otherwise, the terms and conditions may not be enforceable against the other party.
Particularly unusual terms require separate acceptance, and the other party must clearly be made aware of such unusual terms.
Exception: Unreasonable Terms
All agreements under Danish law are subject to an exception provided for in Section 36 of the Contracts Act (in Danish “Aftaleloven”). According to this provision, agreements or provisions in an agreement can be modified or set aside if its enforcement would be unreasonable or contrary to the principles of good faith. Companies should therefore ensure that their terms and conditions are drafted in a way that is not unreasonable for the other party.
What Should Be Included in the General Terms and Conditions?
Common provisions found in a company’s terms and conditions include payment terms, right of withdrawal, delivery information, liability, return policy, information regarding the processing of personal data and complaint procedures.
Consumer Contracts
The Consumer Contracts Act (in Danish “forbrugeraftaleloven”) applies to contracts between a business and a consumer. This Act contains mandatory protective provisions, meaning that consumers may not be treated less favourably than the provisions of the Act stipulate.
In addition, the Sale of Goods Act (in Danish “købeloven”) also contains mandatory protective provisions for consumer purchases, which must be complied with when drafting the general terms and conditions.
Commercial Contracts
The above-mentioned requirements for applicability and the exception regarding unreasonable terms and conditions apply to commercial contracts as well, but since the Consumer Contracts Act does not apply, parties generally have greater contractual freedom in commercial relationships.
International Agreements
When contracting with international parties, it is important that the general terms and conditions are made available in a language that the other party can reasonably be expected to understand.
It is also advisable to include a number of specific provisions, such as a choice of forum clause regarding jurisdiction and a payment provision regarding the currency and VAT.
Ensuring Ongoing Compliance
Remember to update the general terms and conditions on a regular basis to ensure that they remain in compliance with the applicable law. Failure to do so may result in certain terms and conditions being unenforceable.
Questions or Need for Further Legal Advice?
The legal framework governing general terms and conditions can be complex and difficult to navigate. If you are uncertain about your legal position or have any questions regarding the applicability of general terms and conditions under Danish law, please do not hesitate to contact our office using the contact details provided below.
E-mail: info@virtuslaw.dk
Phone number: +45 53 51 55 00
Website: https://virtusadvokater.dk
