Contractual basis (aftalegrundlag)
Also known as basis of contract, contract documentation, agreed terms
The contractual basis is what shows that an agreement existed at all — and on what terms it was entered into.
- Shows
- That the agreement existed
- Covers
- Scope, price and terms
- Determines
- Whether interest and fees were agreed
In practice
There are two questions in a disputed case, and they are often confused. The invoice documentation answers whether delivery took place. The contractual basis answers whether anything was agreed, and what.
The second is what settles the terms. An interest rate in your terms of trade applies only if the customer accepted them before the deal was struck. A rate that first appears at the foot of the invoice has not been agreed — it has been announced.
In practice the contractual basis rarely consists of a single document. It is the order confirmation plus the terms attached to it plus the email thread in which the scope changed along the way.
Where it commonly goes wrong
- The terms are sent with the invoice. By then the deal is done, and the terms have arrived too late to form part of it.
- Changes along the way are never written down. The agreement is the original one plus everything said on the phone — and the latter does not exist when it is needed.