Drafting of commercial agency and distribution agreements
How a company distributes its products is a strategic decision with significant legal consequences. We draft and review commercial agency, authorised dealer and other distribution agreements for businesses and their sales partners.
The key points at a glance
Commercial agency law
A commercial agent, as an independent trader, arranges transactions for a principal or concludes them in the principal’s name (§§ 84 ff. HGB). The law governs, among other things, commission claims, information obligations and notice periods, some of which cannot be varied to the agent’s detriment.
Indemnity claim
Upon termination of the contract, the commercial agent may be entitled to an indemnity for the customer base they have built up (§ 89b HGB). This claim cannot be excluded in advance and must be asserted within one year of the end of the contract. Under certain conditions, the case law also applies it to authorised dealers.
Authorised dealers and other forms of distribution
Authorised dealers and franchisees act in their own name and for their own account. There is no comprehensive statutory framework for them. Clear agreements on contract territory, exclusivity, minimum purchase quantities and termination are therefore all the more important.
Competition law limits
Distribution agreements are subject to competition law, in particular the European Vertical Block Exemption Regulation. Resale price maintenance and certain territorial or customer restrictions are, in principle, prohibited.
How we proceed
We discuss your distribution model with you and examine which form of contract best serves your commercial objectives.
We draft the agreement or review your contractual partner’s draft, taking into account mandatory protective provisions and competition law requirements.
We advise on commission issues, contract amendments and termination, and represent you in disputes concerning indemnity claims.
Frequently asked questions
Can the indemnity claim be excluded by contract?
Under German law, an exclusion in advance is invalid. Once the contract has ended, however, agreements regarding the claim are possible.
Is a post-contractual non-competition clause permissible?
For commercial agents, it is permissible only within limits, must be agreed in writing and, in principle, triggers an obligation to pay compensation. Its terms should therefore be examined carefully.
Your contact
Talk to us.
Gewürzmühlstraße 5 · 80538 Munich