Denmark - Remedies for International Sellers of Goods - 2nd Edition

Originally from:

Denmark
Carsten Pedersen and Ane Holland Soerensen
Bech-Bruun
Copenhagen, Denmark

Introduction

The United Nations Convention on Contracts for the International Sale of Goods of 11 April
1980 (Vienna Convention) was incorporated into Danish law by the Danish Act on International
Sales1 and came into force on 1 March 1990. Accordingly, the Danish Sale of
Goods Act2 no longer applies to sales covered by the Act on International Sales.
Thus, an international sale which falls within the scope of the Vienna Convention
would be subject to Danish law only if the parties have expressly excluded the Vienna
Convention and provided that private international law leads to the application of
Danish law. However, it is not uncommon for commercial professionals in Denmark to
exclude the application of the Vienna convention in their contracts.

The rules of the Sale of Goods Act apply only to the extent they have not been deviated
from in the parties’ agreement. In consumer sales, however, the parties’ agreement may
not deviate from the rules to the detriment of the buyer.
Under Danish law, the rules governing the parties’ entering into of contracts are set out in
the Danish Act on Contracts.3 In the following general review, the focus is on the commercial
seller’s remedies due to the commercial buyer’s default.

Interpretation of Sales Contract
When Denmark ratified the Vienna Convention, a qualification with regard to Part II,
entitled ‘Formation of the Contract’, was made to the effect that Part II is not applicable in
Denmark. In situations where the relevant law of the contract is Danish law, the rules
included in the Act on Contracts will apply.

The fact that Danish law on the formation of contracts differs from that of some other
countries, and the fact that Part II of theVienna Convention is not applicable in Denmark,
necessitate a brief examination of Danish law on this issue.

Denmark
Introduction
Interpretation of Sales Contract
Entering into Contracts
Invalidity of the Contract
Interpretation of the Contract
Completion of the Contract
Implied Conditions
Vienna Convention
Assignment
Delegation
Risk of Loss
In General
Specific and Unascertained Goods
Passage of Risk
Trade Terms
Special Risk Situations
Defects
Factual Defects
Defective Title
Vienna Convention
Limiting Buyer’s Remedies
In General
When Limitations Have Been Agreed
Interpretation When Clauses Have Been Agreed
Agreement or Custom
Remedies
Legal Basis for Remedies Available to the Seller
Remedies and Their Prerequisites
Characteristics of Remedies When Only Buyer Is in Default
Remedies Available to Seller in Breach of Contract
Seller’s Duty to Give Notice
Letters of Credit
International Aspects
Vienna Convention
Nordic Agreement

Carsten Pedersen and Ane Holland Soerensen, Bech-Bruun, Copenhagen, Denmark