Commercial and Sales Law

Our highly focused industry approach is based on our high degree of specialisation and many years of experience in a number of selected fields of law.

Our corporate-team consists of our highly specialised corporate lawyers, including our network of preferred corporation partners (national and international) who each are among the leading independent law firms in each of their area of expertise.

Our corporate-team offers business-oriented legal advise and handles court actions (Prozessführung) in commercial, sales and distribution law. Our services expressly aim at creating added value for our clients.

We provide legal advice and assistance on a wide range of commercial agreements, from strategic planning of transactions and negotiation to deal implementation and contract management. Our corporate-team advises you inter alia in connection with:

  • framework agreements
  • production and supply agreements
  • sourcing agreements
  • general terms and conditions of purchase
  • general terms and conditions of sale
  • license agreements
  • other contracts (e.g. R&D-cooperations)
  • outsourcing
  • sales and distribution agreements (sales law)
  • agent agreements and termination
  • dealership agreements and termination
  • franchise agreements
  • restructuring of wholesale and retail structures

Clients

  • corporate founders
  • companies in all industries
  • domestic and international investors
Framework agreements

A framework agreement is an agreement between legal persons that concerns for example the buyer and seller relationship, or a cooperation. Framework agreements are commonly made with the goal of covering general aspects of the cooperation or the buyer-seller relationship, while providing flexibility for individual cases or special situations.

It can e.g. be agreed in a framework agreement for the delivery of goods that a defined quantity of a certain product will be ordered by the buyer in partial quantities over a defined period of time. This gives the buyers the advantage that the purchase of larger quantities regularly secures them a lower price, and the goods can be ordered in an easy manner. For the sellers, the framework agreement provides certainty in respect of sales and production planning.

These are the points that are usually covered by a framework agreement:

• interests and fundamental positions (preamble)
• delivery and performance obligations
• quality requirements
• prices and payment terms
• purchase obligations
• contract term and termination periods, if applicable
• final provisions (choice of law, venue, etc.)

Are you going to be the contracting party of a framework agreement and have been asked to draft it, or a draft framework agreement has already been submitted to you, but you are not sure of the pitfalls and issues?

Are you worried about excessive liability or warranty obligations in your framework agreement?

Then do not hesitate to contact us. We are glad to help as your competent advisor.

Production and supply contracts

Production and supply contracts are contracts between a manufacturer/supplier and a customer about the production and supply of agreed goods on agreed terms.

Such a complex contract is always a balancing act. No undertaking wants to change its suppliers all the time, so that without legal advice, concessions are often made which will later have to be paid for dearly. From the perspective of the manufacturer or supplier, on the other hand, there is a risk of becoming too dependent and risking one’s subsistence.

An inadequate production and supply contract puts the success of your company at risk.

We consider it our job to inform you of these risks when concluding a production and supply contract, and to minimize them as far as possible. At the same time, we want to offer you comprehensive and competent advice concerning the difficult issues arising in connection with the conclusion of manufacturing and supply contracts. Do not hesitate to contact us.

Sourcing agreements

A company that wishes to e.g. market a modern technical product or supply it to a customer, will usually not be able to develop and manufacture all components and parts that the product is comprised of itself. To a greater or lesser degree, it will procure components from another company, and will conclude sourcing agreements for this purpose.

Contract management serves to recognise the contractual risks and to optimise the contractual opportunities by means of proactive design.

We consider it our job to inform you about the contractual risks prior to concluding a sourcing agreement, and to minimise these risks as far as possible by corresponding contract design. Do not hesitate to contact us.

General terms and conditions of purchase

General terms and conditions of purchase comprise all requirements and circumstances under which a purchase is made in standardised form.

They contain contractual clauses that serve to standardise and further specify bulk contracts.

Such general terms are defined unilaterally by one contracting partner (the user) and require particular control to prevent their misuse. The law and the courts place stricter requirements on the validity of contracts with consumers (B2C) than contracts between undertakings (B2B).

General terms of purchase - boon or bane?

General terms of purchase are subject to constant change due to amendments of the law and new court decisions, and therefore require particular care and attention to avoid becoming ineffective.

If you are planning to introduce general terms of purchase to simplify your business operations, or wish to have existing general terms of purchase reviewed for their validity, do not hesitate to contact us. We are glad to provide advice as your competent partner.

General terms and conditions of sale

General terms and conditions of sale comprise all requirements and circumstances under which a sale is made in standardised form.

The contain contractual clauses that serve to standardise and further specify bulk contracts.

Such general terms are defined unilaterally by one contracting partner (the user) and require particular control to prevent their misuse. The law and the courts place stricter requirements on the validity of contracts with consumers (B2C) than contracts between undertakings (B2B).

General terms of sale - boon or bane?

General terms of sale are subject to constant change due to amendments of the law and new court decisions, and therefore require particular care and attention to avoid becoming ineffective.

If you are planning to introduce general terms of sale to simplify your business operations, or wish to have existing general terms of sale reviewed for their validity, do not hesitate to contact us. We are glad to provide advice as your competent partner.

License agreements

License agreements are contracts under which the proprietor of an industrial property right (patent, utility model, design, trademark, etc.) allows a third party to fully or partly exploit a property right against payment of a royalty and on defined terms and conditions.

License agreements are of particular importance in the industry and trade.

Do you have questions about concluding your license agreement?

Do you need advice about the content of a possible license agreement?

Would you like to know if your industrial property rights are sufficiently secured under a license agreement?

Do you have general questions about license agreements?

Please do not hesitate to present us your case.

General contract law

The increasing relevance of the industrial value chain for the market process and the ever closer entwinements of different contractual relationships make a structured and systematic drafting of contracts and an orderly contract management in your company imperative.

The process of contract design and contract management includes all activities relating to contractual arrangements. It includes in particular the following tasks:

• analysis of existing contracts and/or matter to be covered by a contract
• identification of contractual risks and opportunities
• contract design and
• negotiation of contracts

Due to the complexity of the contents of a contract and the far-reaching (liability) consequences of contract clauses that are wrong in terms of content or tactics, a team of specialists is needed that is able to assess the technical, business, tax and legal content properly. As your competent legal advisors, we are happy to take over the contract design and/or review for you to protect you from unpleasant contractual surprises.

Outsourcing

Outsourcing refers to a type of organisation in which a company outsources complete or partial areas of work to another company in order to save costs.

Company tasks and structures are put in the hands of external service providers. Outsourcing is a form of external procurement of (work) services previously provided internally.

Special contracts cover the term and subject matter of the outsourced performance.

Do you have general questions about outsourcing or are you planning to outsource a work area to an external service provider?

Feel free to contact us. As your competent partner we are glad to provide advice and create or review the necessary contracts.

Distribution agreements (distribution law)

A distribution agreement governs the cooperation between a producing company and a sales partner (sales intermediary). Usually, commercial agents, authorized dealers, commission agents or brokers act as sales intermediaries.

Distribution law is the law relating to the distribution of goods and services and governs the manner in which distribution is organised. There are many ways in which services and products can be sold, and there are just as many ways in which the legal relationships between the parties involved can be organised.

Do you have general questions about distribution law or your distribution agreement?

Are you an entrepreneur and require the draft of a new distribution agreement?

SiAre you about to enter a distribution agreement and would you like to have it reviewed for possible (liability) risks?

We are glad to support you as your competent advisor. Please do not hesitate to present us your case.

Agency contracts and disputes

According to Section 84 (1) sentence 1 of the German Commercial Code [HGB], a commercial agent is a self-employed intermediary who has continuing authority to negotiate transactions on behalf of another entrepreneur or to conclude transactions in the latter's name. He has to act with the due care of a prudent businessman.

The agency contract is a contract between an entrepreneur (principal) and a commercial agent. It is a contract relating to the management of business transactions as a service. Agency contracts are governed by the provisions of the Commercial Code. They contain a number of special provisions to protect commercial agents who are often economically dependent on the entrepreneur, although by definition, they are self-employed.

The entrepreneur is obliged to pay the agent commissions.

According to Section 89b HGB, the commercial agent shall be entitled to demand an indemnity from the principal for the new customers brought after the termination of the contractual relationship. This claim to indemnity is a compensation for the customer relations established by the commercial agent, which, after termination of the agency, are legally assigned to the principal.

Are you a commercial agent and have questions on an existing agency agreement or one that is being offered to you?

Would you like to terminate the agency and do you wonder whether the compensation offered pursuant to Sec. 89b HGB is reasonable?

SAre you an entrepreneur and do you need a contract with a commercial agent?

Feel free to contact us. We will gladly offer our competent services and advice.

Authorized dealer contracts and disputes

An authorized dealer contract is generally a basic contract that contains both elements of a purchase agreement and service elements similar to those under an agency agreement. There are no statutory regulations that specifically pertain to authorized dealers.

The authorized dealer is a merchant whose undertaking is embedded in the sales organisation of a manufacturer of branded goods by means of a contract with the manufacturer or an intermediary appointed by the latter. It has continuing authority to distribute and promote the sale of contract goods in the contract territory in its own name and on its own account, and to use the manufacturer's sign (brand) in trade, in addition to its own company name. Often, authorized dealers are granted an exclusive right of distribution, along with protection of their distribution territory.

An authorized dealer differs from a commercial agent in that the commercial agent concludes or arranges business in the name of the entrepreneur, i.e. in someone else’s name.

The authorized dealer is not employed with the entrepreneur. It is the “extended arm” of the manufacturer, as it were. But still, it bears the credit and sales risk, and needs to maintain a warehouse at its own expense. It bears the risk that the purchased goods cannot be sold, or cannot be sold at the desired price. At the same time, the manufacturer often imposes minimum purchase requirements.

The Federal Supreme Court (BGH) accepted the analogous application of the indemnity claim according to Section 89b of the Commercial Code (HGB) to authorized dealers, provided the authorized dealer is embedded in the manufacturer’s distribution system and is contractually obliged to surrender the new customers it has acquired.

Poor design of contracts with authorized dealers often results in all kinds of disputes.

Do you wish to avoid such disputes from the outset, or are you already in a position where you have to defend yourself in an existing dispute?

Do you have general questions about your authorized dealer contract?

Please do not hesitate to present us your case.

Franchise agreements

A franchise agreement is an agreement by which a company (“franchisor”) allows another company (“franchisee”), for compensation, to use an entire set of rights in industrial or intellectual property such as trademarks, designs, copyrights and know-how for the purpose of selling/marketing goods or services to consumers.

The franchise agreement is a mixed type of contract. Each individual measure of the franchise packet is assessed according to the rules of the pertinent type of contract. Legally, the franchisee is a merchant in its own name and on its own account.

Different forms of franchising can be distinguished: there is franchising of goods, franchising of services, or manufacturing franchising.

Are you about to conclude a franchise agreement, or do you have general legal questions about franchising?

We consider it our job to support you as competent advisors in tackling difficult legal issues. Do not hesitate to contact us.

Reorganisation of wholesale and retail structures

The reorganisation of your company may become necessary due to organisational, economic or structural reasons (e.g. the introduction of holding concepts).

Are you planning to reorganise your company, or is your company being reorganised, and you do not know what to do?

In order to avoid far-reaching strategic and legal errors, you should be accompanied by competent advisors right from the beginning of the restructuring process. Please do not hesitate to present us your case.

Do you have any further questions?

Please do not hesitate to contact us.

Approach

We see ourselves as business consultants in the field of law and as partners of our clients.

Our Specialisation Approach

We are specialised in advising the automotive industry. This requires knowledge of the legal structures of the automotive industry as well as the sound know-how of the economic forces within the automotive industry.

Our highly focused industry approach is based on our high degree of specialisation and many years of experience in a number of selected fields of law.

Our corporate-team consists of our highly specialised corporate lawyers, including our network of preferred cooporation partners (national and international) who each are among the leading independent law firms in each of their area of expertise.

Our corporate-team offers business-oriented legal advise and handles court actions (Prozessführung) in the areas:

  • corporate
  • commercial, sales and distribution
  • brand protection.
Added Value For Our Clients

We do not only apply the law. Instead, we anticipate trends in our industrial sectors and, thereby, develop innovative and creative legal concepts. Creativity and combining know-how and ideas means innovation. Innovation means progress. Progress creates added value for our clients.

Our services expressly aim at creating added value for our clients. Thereby, legal consulting becomes business consulting.

Owing to the extensive experience and the special know-how of our lawyers in selected commercial sectors, our clients benefit from our service quality, which is on par with that of large law firms.

At the same time, our clients profit from our structure which, in comparison to the larger law firms, is cost-efficient and flexible.

Our Fee Model

The increasing dissatisfaction of the clients with the inflated hourly rates of big law firms inter alia led to establish our law firm. Today, we are a small but outstanding group of highly specialised lawyers with clear and cost-wise lean structures. We are capable of offering our services cost-efficiently and in every respect flexible.

We either charge our services on the basis of hourly rates or on the basis of an all-inclusive budget determined in advance.

We are so capable of offering an adequate fee model to our clients in each individual case.

Experience shows that our offer discharges the budgets of our clients. With respect to the remuneration we try to establish a long lasting relationship to our clients as well.