Distributorship Contract Template for Denmark

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Distributorship Contract

Document background
This Distributorship Contract template is designed for use under Danish law when establishing product distribution arrangements in Denmark and potentially across the EU. It's particularly relevant when a supplier wishes to expand their market presence through an independent distributor who will purchase, stock, and resell products. The document incorporates key requirements of Danish commercial law, EU competition regulations, and industry best practices. It's suitable for both domestic Danish arrangements and international suppliers entering the Danish market, providing comprehensive coverage of essential commercial terms, compliance requirements, and operational procedures. The contract should be used when parties need to establish a clear framework for their distribution relationship, including specific terms for territory, exclusivity, performance targets, and brand protection.
Suggested Sections

1. Parties: Identification of the supplier and distributor with full legal names and registered addresses

2. Background: Context of the agreement, including supplier's business, products, and desire to appoint distributor

3. Definitions: Key terms used throughout the agreement, including Products, Territory, and Intellectual Property Rights

4. Appointment and Territory: Terms of distributor appointment, territory definition, and exclusivity status

5. Distributor Obligations: Core responsibilities including marketing, sales targets, reporting, and compliance

6. Supplier Obligations: Support, training, and supply commitments from the supplier

7. Ordering and Supply: Process for ordering, delivery terms, and minimum purchase requirements

8. Prices and Payment: Pricing structure, payment terms, and currency provisions

9. Intellectual Property Rights: Usage rights for trademarks, branding, and other IP

10. Confidentiality: Protection of confidential information and trade secrets

11. Term and Termination: Duration, renewal, and termination provisions including grounds for termination

12. Post-Termination: Obligations and rights after contract termination

13. General Provisions: Standard clauses including force majeure, notices, and governing law

Optional Sections

1. Non-Competition: Restrictions on competing activities during and after the agreement, used when exclusivity is important

2. Product Warranties: Specific warranty terms beyond statutory requirements, used for complex or technical products

3. Marketing and Promotion: Detailed marketing obligations and standards, used when brand consistency is crucial

4. Training Requirements: Specific training obligations for distributor staff, used for technical or specialized products

5. Data Protection: GDPR compliance provisions, used when significant customer data processing is involved

6. Insurance: Specific insurance requirements, used for high-value or high-risk products

7. Import/Export: Customs and international trade provisions, used for cross-border distribution

8. Product Modification: Rules regarding product modifications or repackaging, used for technical or branded products

Suggested Schedules

1. Products: Detailed list of products covered by the agreement

2. Territory: Detailed description or map of the territory, including any excluded areas

3. Minimum Purchase Requirements: Annual or quarterly minimum purchase quantities or values

4. Price List: Current prices and discounts for products

5. Technical Requirements: Storage, handling, and technical specifications for products

6. Service Level Agreement: Performance metrics and response times for both parties

7. Marketing Guidelines: Brand guidelines and marketing requirements

8. Reporting Templates: Standard forms for sales reports and forecasts

Authors

Relevant legal definitions
Clauses
Relevant Industries
Relevant Teams
Relevant Roles
Industries
Danish Contracts Act (Aftaleloven): Fundamental law governing contract formation, validity, and enforcement in Denmark. Essential for establishing the basic framework of the distributorship agreement.
Danish Commercial Agents Act (Handelsagentloven): While not directly applicable to distributorship agreements, its principles are often considered relevant by analogy, especially regarding termination and compensation.
EU Competition Law (Article 101 TFEU): Regulates vertical agreements including distribution agreements, particularly regarding territorial restrictions and exclusive arrangements.
Danish Competition Act (Konkurrenceloven): National competition law implementing EU principles and providing additional local requirements for distribution agreements.
Danish Sale of Goods Act (Købeloven): Governs the sale of goods between commercial parties, relevant for the supply aspect of the distribution relationship.
EU Vertical Block Exemption Regulation: Provides safe harbor for certain vertical agreements, including distribution agreements, from EU competition law prohibitions.
Danish Product Liability Act (Produktansvarsloven): Regulates liability for defective products, important for defining responsibilities between supplier and distributor.
Danish Marketing Practices Act (Markedsføringsloven): Governs marketing activities and fair trading practices, relevant for the distributor's market behavior.
EU General Data Protection Regulation (GDPR): Regulates the processing of personal data, relevant for customer data handling in the distribution relationship.
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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