Swedish law · Eyer Juridik AB
Commercial Contracts & Contract Law in Sweden
A well-drafted contract is the most effective way to manage commercial risk in Sweden. Swedish contract law gives parties broad freedom to agree their own terms, but it also contains default rules and principles that apply when the contract is silent or unclear.
We assist international companies with agreements involving Swedish customers, suppliers, distributors and partners, ensuring that the contract works as intended under Swedish law and reflects the commercial arrangement.
Common issues for international companies
- Standard terms drafted for another jurisdiction that do not achieve the intended effect under Swedish law
- Unclear allocation of risk, liability caps and indemnities
- Termination of long-term distribution or agency relationships and claims for compensation
- Late delivery, defects and remedies under the Sale of Goods Act
- Confidentiality, non-compete and exclusivity clauses and their enforceability
How Eyer Juridik AB can assist
- 01
Drafting Swedish-law agreements and adapting your existing templates
- 02
Reviewing contracts proposed by a Swedish counterparty and identifying risks
- 03
Supporting negotiations with commercial, practical advice
- 04
Advising on breach, termination and remedies
- 05
Recommending dispute resolution clauses — court or arbitration
Swedish contract law in practice
Under the Contracts Act, an agreement is generally formed by offer and acceptance, and there are few formal requirements for commercial contracts — oral agreements can be binding. An acceptance that deviates from the offer is in principle treated as a rejection combined with a new offer.
Swedish courts interpret contracts by seeking the common intention of the parties, with regard to the wording, the purpose of the agreement, the negotiations and trade usage. Ambiguous standard terms may be interpreted against the party that drafted them.
Commercial agency is governed by the Commercial Agency Act (lagen (1991:351) om handelsagentur), which implements the EU Commercial Agents Directive and contains mandatory provisions protecting agents. On termination, an agent may be entitled to indemnity (avgångsvederlag), but only where the statutory requirements are met; indemnity is not automatically payable on every termination. Distribution agreements are not regulated by a specific statute, but reasonable notice of termination may be required for long-term relationships.
This page provides general information only and is not legal advice for any specific situation.
Frequently asked questions
Should our contract with a Swedish company be in Swedish?
Not necessarily. English-language contracts are common and valid. What matters most is that the terms are clear and work under the chosen governing law.
Are limitation of liability clauses enforceable in Sweden?
Generally yes, between businesses. However, there is a risk that a limitation will not be upheld where the party relying on it has acted with intent or gross negligence; the outcome depends on the wording of the clause and the circumstances of the case. A court can also adjust unreasonable terms under section 36 of the Contracts Act.
Can you review a contract we have already signed?
Yes. We can explain your rights and obligations, assess any breach and advise on options for renegotiation or termination.
Contact
Discuss your legal matter in Sweden
Tell us briefly about your business and the Swedish legal question you are facing. We will review your enquiry and explain how we may be able to assist.