Reseller Agreement in Denmark: Template, Key Clauses and Local Law (2026)

What a reseller agreement in Denmark is A reseller agreement in Denmark lets one business buy a supplier's products or services and resell them to its own customers, in its own name and on its own account. The reseller takes title and the commercial risk, sets its own resale terms within the limits the law allows, and keeps the margin. This is different from a commercial agent, who sells in the supplier's name for a commission and never takes title. The distinction matters in Denmark because commercial agents have strong statutory protection, including a goodwill compensation payment when the relationship ends, while a genuine reseller does not. Getting the classification right is the first job. This page explains the law and the clauses. It is general information, not legal advice. ## The law that governs it in Denmark - General contract law. There is no dedicated reseller statute. A reseller agreement rests on freedom of contract and the Danish Contracts Act (Aftaleloven), so the written terms carry most of the weight.

• The agent boundary. The Danish Commercial Agents Act (Handelsagentloven), which implements EU Directive 86/653/EEC, governs commercial agents, not resellers. Its protections, including goodwill compensation on termination, are mandatory and cannot be waived to the agent's detriment. If a reseller arrangement in substance works like an agency, a court may apply agency rules by analogy, so the agreement should reflect the real relationship.
• EU competition law. Because the reseller sets resale terms, EU competition law matters. Article 101 of the Treaty on the Functioning of the European Union and the Danish Competition Act (Konkurrenceloven) prohibit anti-competitive agreements. The Vertical Block Exemption Regulation (EU) 2022/720 gives a safe harbour for vertical deals where each party's market share is at or below 30 percent, provided the deal contains no hardcore restrictions.
• Hardcore restrictions. Fixing the reseller's resale price (resale price maintenance) and giving absolute territorial protection are hardcore restrictions that lose the exemption. Recommended or maximum prices are generally allowed; imposing a minimum or fixed resale price is not. ## Key clauses to include ### Appointment and scope
• Whether the reseller is exclusive, sole, or non-exclusive, and in which territory or customer group.
• The products or services covered and any right to add or remove them.
• Confirmation that the reseller buys and resells in its own name and on its own account. ### Commercial terms
• Pricing to the reseller, discounts, and payment terms.
• Minimum purchase or sales targets, if any, and the consequences of a miss.
• Resale pricing freedom, written to respect the competition rules above. ### Brand, support, and compliance
• Trademark and marketing use, with quality and brand-protection controls.
• Training, technical support, and warranty handling.
• Compliance obligations, including anti-bribery and data protection where personal data is involved. ### Term and exit
• Term, renewal, and notice periods.
• Treatment of stock on termination and any run-off sales.
• Governing law (Danish law) and a named dispute venue. ## A simple clause skeleton 1. Definitions and appointment (exclusive, sole, or non-exclusive).

2. Territory, customers, and products.
3. Reseller status: own name, own account, own risk.
4. Pricing to the reseller and payment.
5. Resale pricing and competition-law limits.
6. Targets and performance.
7. Trademark, marketing, and brand protection.
8. Support, training, and warranties.
9. Compliance, anti-bribery, and data protection.
10. Term, renewal, and termination.
11. Stock on exit and run-off.
12. Governing law and disputes. ## Common mistakes to avoid - Blurring reseller and agent, then being surprised by a goodwill compensation claim under the Commercial Agents Act.

• Setting a minimum or fixed resale price, which is a hardcore competition-law breach.
• Granting absolute territorial protection that blocks passive sales, which also loses the block exemption.
• Ignoring the 30 percent market share threshold, above which the safe harbour does not apply and a full competition assessment is needed.
• Leaving stock, trademark use, and run-off undefined, which causes disputes at the end. ## Managing a Danish reseller contract in one workspace A reseller network means many versions of a similar contract, each with its own territory, targets, and renewal date, all of which have to stay inside the same competition-law guardrails. That is far easier when drafting, review, and tracking sit in one place rather than across inboxes and spreadsheets. Adira is an AI legal workspace where you can draft the agreement, see each clause flagged as favourable, neutral, or unfavourable to you, edit clauses in plain English, and track targets and renewal dates across your whole contract portfolio. Adira is deepest on Indian law today, and Denmark-specific and EU competition depth is on the roadmap, so pair it with Danish counsel for the local detail.