• Buyer

• Seller

Applies to:

• The purchase of personal belongings, i.e. things that are detachable and movable, such as a mobile home, a painting, a piano, a car, furniture etc.

• The purchase of services such as a contract for the repair of a car or painting of a house, legal counselling or a visit to the dentist.

• Order purchases, i.e. ordering goods that have yet to be manufactured, such as a wedding dress.

Does not apply to:

• The purchase of real property

• International trading

• Consumer- and commercial sale

• Sale of generic goods and sale of specific goods

If purchased goods are made primarily with a commercial interest rather than a private, it is considered a commercial sale, e.g. an electrition buying a power drill for his business.

The goods must primarily be used for private purposes.

C2B - sale from a private individual to a business

Generic goods

• A sale of a specific type of goods (§3 of the Sale of Goods Act)

• Generic goods are items where the seller has the choice to pick from a batch to complete a sale. E.g. if you order 2 tons of strawberries from a farm, the farmer can choose any 2 tons from their total harvest to send to you. Likewise, if you want to buy 4 green chairs from a furniture store, the seller can select any 4 chairs they have in stock to fulfill your order.

• Allows sellers to use their existing inventory efficiently to meet orders.

Specific goods

• The seller has no freedom of choice, the buyer has the say on which individual good they want.

• A very specific item, and the seller is bound to provide this specific product. An individually identified item, which is the only one of its kind, e.g. a work of art.

• It can also be a specific good if the buyer has selected it, e.g. if a store displays 25 of the same chair, but the buyer decides they want a specific one.

• Can also be cases where the buyer buys an entire batch of goods, for example the entirety of one farms strawberry harvest. If the strawberry's rots, the seller can not replace the good and therefore has no freedom of choice.

The obligations of the buyer are:

• Paying the purchase price:

  • On time

  • With the right means of payment

  • At the right place

If one of the parties does not fulfill their obligations, it is considered a breach, and according to the Sales of goods Act the disappointed party has remedies for the breach of the contract.

The obligations of the seller are to deliver what was sold:

• At the right time

• At the right place

• In the right condition

• With the right rights

The buyer must pay the seller the purchase price, once the goods are delivered. This means a concurrent exchange of conderations, goods and money, takes place, and in this case it is considered a cash sale.

Although cash sales do not mean the goods are paid in cash

• Can be disregarded if the parties agree on other terms than the rules in the act.

• If no agreement has been made, the parties will follow the rules in the act

• B2B and C2C

Safeguard mandatory - The rules regarding consumer sale (§72-87 of the Sale of Goods Act)

• The consumer is the weaker party, and the rules are in this case in place to protect them.

• The rules are safeguard mandatory, meaning that they can only be derogated from if it is in the interest of the weaker party.

• B2C and C2B

The goods are delivered without the seller being paid for at the same time.

The right place of payment will be written in the mutual agreement between the buyer and seller.

If the buyer does not want to pay the seller the price the seller want, the buyer can protest.

If the buyer remains passive, they may risks having to pay the sellers desired price

What is considered a delivery?

If nothing else has been agreed between buyer and seller, the goods are considered delivered when the seller has performed the actions that enable the buyers to take possession of the goods.

• If delivery has happened, and the goods are later damaged or lost by an accident, the risk has been passed to the buyer, and the seller can demand payment, even though the goods are damages or does not exist.

• If the delivery has not happened, the risk have not been passes to the buyer. This means the seller cannot demand payment for the goods, and the buyer can demand a new delivery.

• A business called Tech A/S sells 50 computer screens to another business called Banka A/S. Tech A/S packed the screens and distribute the order through PostNord. When PostNord receives the order, the risk is passed to the buyer, as Tech A/S did everything in order to enable Banka A/S to have possession of the computer screens.

The delivery has not been made, and the risk has not been passed over:

• A business called Tech A/S sells 50 computer screens to another business called Banka A/S. Tech A/S has packed the screens, but unfortunately they drop the order in their own warehouse, and 20 screens were broken. The package has not been delivered to PostNord in the right condition, as it was dropped before delivery, and a passing of risk has therefore not happened. In this case, the seller Tech A/S cannot demand payment.

  
  

• The passing of risk

• Time of delivery is important in the assessment of wether or not a order is delayed (a breach of contract)

• The objects must be without defects at the time of delivery (breach of contract)

• When delivery has occurred the seller can demand payment.

A time can be a specific date, period or time examples:

• Mid January (11th - 20th of January)

• Valentines day - the 14th exactly

• 11 o'clock on the 21st

• If only a date has been agreed, the delivery must happen within business hours.

• If the parties have not agreed upon a time fo delivery, it must happen on the buyers demands, meaning when the buyer wants his/hers goods delivered. The seller must ensure the goods are delivered within a reasonable timeframe.

Seller is also obligated to deliver the goods in the expected quality.

Passing the risk

The risk is passed on to the buyer in two different scenarios:

A: The buyer picks up the good, and physically have the good

B: The agreed pickup time is exceeded.

If the buyer does not pick up the goods at the agreed time, and the good is still at the seller's storage facilities, the risk passes to the buyer anyway.

However, there is an exception if the seller cannot specifically identify the item as belonging to the buyer. For instance, if I purchase a sofa from IKEA and the store is robbed, losing 500 of its 550 sofas, IKEA cannot determine whether my specific sofa was stolen. In such cases, despite the risk having transferred to me and the pickup time being exceeded, IKEA would need to provide a replacement sofa.

• spot trades - delivery happens within the business' geographical area

• Long distance sales - goods being sent a significant distance

Spot trades can be:

• Cash-and-carry purchases

• Delivery sales

Delivery and the passing of risk happens when the buyer has taken possession of the goods, cf. section 11 of the Sale of Goods Act.

We distinguish between 2 types of provisos:

• Transportation proviso

• Cost proviso

Overview of the diffrent provisos from the Sales of Goods Act:

• FOR

• Franco

• CFR

• CIF