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General Terms and Conditions of Sale


1. Scope of Applicability

1.1 These General Terms and Conditions of Sale (“GTCS”) apply to all sales of goods by us notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from you. No such conflicting, contrary or additional terms and conditions shall be deemed accepted by us unless and until we expressly confirm our acceptance in writing.

1.2 We reserve the right to change these GTCS at any time. We will give you thirty calendar days’ notice of any changes by posting notice on our website.

2. Offers, Purchase Orders and Order Confirmations

2.1 All offers made by us are open for acceptance within fifteen calendar days from the date of issue, unless otherwise specifically stated therein, and are subject to the availability of the goods offered.

2.2 All purchase orders issued by you shall specify as a minimum the type and quantity of goods requested, applicable unit prices, delivery place and requested delivery dates. No purchase order shall be binding on us unless and until confirmed by us in writing.

3. Prices and Terms of Payment

3.1 The prices for goods shall be those set forth in our order confirmation. All prices are exclusive of taxes, impositions and other charges, including, but not limited to, sales, use, excise, value added and similar taxes or charges imposed by any government authority.

3.2 Unless expressly stated otherwise in our order confirmation, payment for goods shall be made [insert payment terms] without offset or deduction.

3.3 You must submit such financial information from time to time as may be reasonably requested by us for the establishment or continuation of payment terms. We may in our sole discretion at any time change agreed payment terms without notice by requiring payment cash in advance or cash on delivery, bank guarantee, letter of credit or otherwise.

3.4 If you fail to pay any invoice within seven calendar days of the due date of payment, we may suspend delivery of any purchase order or any remaining balance thereof until payment is made or terminate delivery of any purchase order or any remaining balance thereof by providing written notice of termination to you within seven calendar days of the expiration of the grace period. Further, we may charge you interest from the due date to the date of payment at the rate of 1 ½ % per month. This shall be in addition to, and not in limitation of, any other rights or remedies to which we are or may be entitled at law or in equity.

3.5 Title to goods delivered shall remain vested in us and shall not pass to you until the goods have been paid for in full. If you fail to pay any invoice within fourteen calendar days of the due date of payment, we may retake the goods covered by the invoice. You must insure all goods delivered to their full replacement value until title to the goods has passed to you.

4. Terms of Delivery and Late Delivery

4.1 Unless expressly stated otherwise in our order confirmation, all deliveries of goods shall be [insert delivery term] in accordance with Incoterms 2010. The risk of loss of or damage to goods shall pass to you in accordance with the agreed delivery term.

4.2 The delivery dates of goods shall be those set forth in our order confirmation. If we fail to deliver goods within seven calendar days of the agreed delivery date, you may terminate the applicable purchase order in whole or in part (as to those goods affected by the delay) by providing written notice of termination to us within seven calendar days of the expiration of the grace period. Further, you may claim damages for any loss suffered as a result of the delay subject to the limitation of liability below. These shall be your exclusive remedies for late delivery.

4.3 We reserve the right to make delivery in instalments.

5. Acceptance of goods

5.1 You must inspect goods delivered upon receipt. You are deemed to have accepted goods delivered unless written notice of rejection specifying the reasons for rejection is received by us within five calendar days after delivery of the goods.

6. Warranty

6.1 We warrant that upon delivery and for a period of twenty-four months from the date of delivery goods purchased hereunder will conform in all material respects to the applicable manufacturer’s specifications for such goods and will be free from material defects in workmanship, material and design under normal use. The warranty does not cover damage resulting from misuse, negligent handling, lack of reasonable maintenance and care, accident or abuse by anyone other than us.

6.2 With respect to goods which do not conform to the warranty our liability is limited, at our election, to (i) refund of the purchase price for such goods less a reasonable amount for usage, (ii) repair of such goods, or (iii) replacement of such goods; provided, however, that such goods must be returned to us, along with acceptable evidence of purchase, within fourteen calendar days after you discovered the lack of conformity or ought to have discovered it.

6.3 We make no other warranty, express or implied, with respect to goods delivered hereunder, and the warranty constitutes our sole obligation in respect of any lack of conformity of goods delivered hereunder (except title). In particular, we make no warranty with respect to the merchantability of goods delivered or their suitability or fitness for any particular purpose.

7. Intellectual Property Rights Infringement

7.1 If any goods delivered hereunder are held to infringe a third party’s patent, utility model, design, trademark or other intellectual property right and you are enjoined from using same, we will, at our option and expense, (i) procure for you the right to continue using the goods; (b) replace the goods with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function; (c) modify the goods to make them non-infringing; or (d) refund the purchase price of the goods less a resonable amount for usage. The foregoing states our sole liability for intellectual property rights infringement.

8. Limitation of Liability

8.1 Neither of us will be entitled to, and neither of us shall be liable for, indirect, special, incidental, consequential or punitive damages of any nature, including, but not limited to, business interruption costs, loss of profit, removal and/or reinstallation costs, reprocurement costs, loss of data, injury to reputation or loss of customers. Your recovery from us for any claim shall not exceed the purchase price for the goods giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty or otherwise.

8.2 We shall not be liable for any claims based on our compliance with your designs, specifications or instructions or repair, modification or alteration of any goods by parties other than us or use in combination with other goods.

9. Force Majeure

9.1 Either party shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations shall resume. In the event the interruption of the excused party’s obligations continues for a period in excess of thirty calendar days, either party shall have the right to terminate the applicable contract(s) of sale, without liability, upon thirty calendar days’ prior written notice to the other party.

10. Miscellaneous

10.1 The United Nations Convention for the International Sale of Goods shall not apply to these GTCS or to any contracts of sale entered into between us.

10.2 No waiver of any provision of these GTCS shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either party to enforce any provision of these GTCS shall not constitute a waiver of such provision or any other provision(s) of these GTCS.

10.3 Should any provision of these GTCS be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the parties and enforced as modified. All other terms and conditions of these GTCS shall remain in full force and effect and shall be construed in accordance with the modified provision.

10.4 These GTCS and all contracts of sale entered into between us shall be governed by and construed in accordance with the laws of Denmark without giving effect to any choice of law or conflict of law provisions. Any suits, actions or proceedings that may be instituted by either of us against the other shall be instituted exclusively before the competent courts of Denmark, however, without prejudice to our right to bring suits, actions or proceedings in any other court which would have jurisdiction if this provision had not been incorporated into these GTCS.

Template does not constitute any form of legal advice, and the User is at all times encouraged to request external specific legal advice in respect of the execution of legal documents.
General Terms and Conditions of Sale

Use this general terms and conditions of sale agreement template to simplify your sales process and discover the clauses needed to protect both parties.

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What are general terms and conditions of sale?

The general terms and conditions of sale encompass the rules and guidelines governing the sale of a product or service. They outline the rights, responsibilities, and obligations of both the seller and the buyer. 

These terms address product specifics, pricing, delivery schedules, return policies, warranties, and how to resolve disputes. 

Whether self-employed and engaged in selling products or offering services, or you’re part of a larger organization, having well-crafted general terms and conditions is crucial. 

These terms establish the framework for the relationship between those involved in the contract, clearly defining each party's rights and responsibilities. 

While it might be tempting (and super easy) to copy/paste general terms and conditions from other websites, this isn’t a good idea. These terms play a crucial role in defining the rights and responsibilities of both the seller and the buyer. 

Think of it as a personalized agreement. Tailoring these terms to fit your unique business context ensures a fair and accurate framework for everyone involved.

How do terms and conditions of sale work?

At their core, terms and conditions function as a roadmap for the sales relationship. They provide a transparent framework for both parties to navigate. 

If either party fails to fulfill their obligations, the other has the right to seek remedies. And yes, that could be legal action. 

Once the seller and the buyer agree and sign the terms and conditions, these terms become legally binding. They become the guiding principles for the sales relationship, clearly outlining the duties and rights of both parties. 

That means that the general terms and conditions will spell out details about the product or service, the mutually agreed-upon price, and the conditions for potential returns or refunds.

When do you use general terms and conditions of sale?

Your terms and conditions are your GPS for every business transaction, whether a one-time purchase or a long-term service commitment. 

These ensure that both the buyer and seller are on the same page, defining the rules of engagement and preventing potential detours into dispute territory.

What clauses should general terms and conditions of sale include?

Here are key clauses that constitute a robust set of terms and conditions, ensuring both parties travel the business landscape with transparency, understanding, and a solid framework for resolution when needed.

  • Payment terms: Determine the preferred payment structure, such as advance payments, full payment upon completion, or installment plans, ensuring realism for both parties.
  • Default interest clause: Protect against late payments by specifying a default interest rate, typically between 8% and 12%, applied from the due date without prior notice.
  • Penalty clause: Introduce a compensation clause for non-performance, allowing fixed compensation for losses, capped at a percentage of the principal sum, with a reasonable minimum amount.
  • Retention of title clause: Reserve ownership rights until full payment is received, ensuring goods remain the seller's property until the invoice is settled.
  • Transport, delivery, and transfer of risk clause: Define the transfer of ownership to resolve disputes, which is particularly useful in determining ownership in case of disagreements.
  • Cancellation period and return of goods clause: Establish guidelines for cancellations and returns, specifying conditions and procedures for damaged or faulty products.
  • Defective products clause: Predefine the procedure for handling faulty products, outlining return and refund conditions based on responsibility (supplier or courier).
  • Legality clause: Designate the jurisdiction and applicable law, clarifying legal proceedings and ensuring mutual understanding.
  • Liability clause: Limit liability in specific cases, such as force majeure, preventing overly broad definitions for valid application.
  • Personal data clause: If collecting personal data, specify its use, duration of retention, and adherence to privacy regulations, ensuring transparency.
  • Acceptance and enforceability: Ensure the client accepts general terms and conditions before the contract conclusion, providing communication and consent through visible presentation, signatures, or online acceptance mechanisms.

Is it mandatory to provide general terms and conditions?

While not legally required, having general terms and conditions is highly advisable for businesses. 

Without them, rights and obligations are limited, and this limited framework may be less effective for your situation. 

Invest in tailor-made general terms and conditions aligned with your company to mitigate potential disadvantages, providing a comprehensive and customized legal framework. You can do that with the template above. 

When the general terms and conditions of sale aren’t met or mandatory information is missing, you could be subject to fines or other repercussions. 

How should the GTCs be included?

Before entering into any contract, the other party must be informed about your general terms and conditions. 

Their approval is either implicitly or explicitly given through a signature on the terms or a document referencing them. A checkbox with the text "I accept the general terms and conditions" and a link to the terms is commonly used online. 

General terms and conditions can be communicated through various means, including physical (paper) or digital (website information). These are typically found in pre-contractual and contractual documents and other related materials.

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With AI Import, you can even import all your existing contract data and start using that data immediately — without building a spreadsheet and wasting hours fiddling with each cell. 

Traditionally, managing general terms and conditions involved multiple tools and steps, such as drafting in word processors, internal reviews via communication platforms, sharing updates with customers via email, negotiating terms with document revisions, converting to PDF, using eSigning tools for formal agreements, and storing signed documents in shared drives. 

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General Terms and Conditions of Sale
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General Terms and Conditions of Sale

This document outlines the general terms and conditions that govern the sale of goods by VIRK to its customers. It covers areas such as the scope of applicability, offers and purchase orders, pricing and payment terms, delivery terms, acceptance of goods, warranties, intellectual property rights, limitations of liability, force majeure events, and miscellaneous legal provisions.

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