Clause in the order confirmation means that the place of jurisdiction is in Denmark
The buyer in Denmark and the seller in Belgium agreed that commercial agreements are usually negotiated by telephone or Skype in the industry and that the agreement is confirmed with an order confirmation by either the buyer or the seller.
Immediately after the telephone conversations and the agreement, the Danish company sent two order confirmations to the Belgian seller. The order confirmations contain the purchase and delivery conditions of the Danish buyer and also the clause “in case of dispute it will be settled at Danish court”.
The Belgian company accepted the delivery order without any objections.
The Belgian company subsequently issued invoices in which the purchase and delivery conditions were reprinted on the back.
The Belgian company’s delivery had major defects and the Danish buyer has filed a lawsuit claiming payment of approximately DKK 111,000. The defendant has applied for the dismissal of the action.
After the Danish company brought an action in the Maritime and Commercial Court in Denmark, the Belgian company also brought an action against the buyer in a Belgian court.
The court in Belgium decided that the legal proceedings in Belgium should be postponed until after the decision of the dispute at the Maritime and Commercial Court.
The Maritime and Commercial Court ruled that the correct place of jurisdiction is a Danish court.
The court justified the decision with the following observations: The clause in the order was clear and the seller had sent the delivery to the buyer without objection.
Against this background, the seller has accepted the conditions contained in the order confirmation.
The invoices that were sent long after delivery included the terms of sale and delivery on the back. This could not result in the seller’s terms and conditions of sale and delivery being regarded as agreed between the parties.
The court found it unsubstantiated that the parties had agreed that the place of jurisdiction was Belgium, based on four separate sales four years previously.
Taking this into account, the court ruled that the dispute should be pursued at the Maritime and Commercial Court in Denmark.
The above article is written by lawyer Anders Stig Vestergaard.
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