As a special private law for commercial traders, German commercial law standardises all essential distribution aspects. It is a highly complex and constantly evolving area of law requiring a sound understanding of all relevant provisions of the German Commercial Code and a solid knowledge of current case law.
Regardless of whether you are a trader, commercial agent or sales intermediary – as an interdisciplinary full-service law firm, Schlun & Elseven Rechtsanwälte will support you in all matters of German and international commercial law. Our legal services cover the entire spectrum of German commercial law – from negotiating and drafting commercial contracts to legal advice on product liability law, e-commerce and distribution agreements. As your reliable representative, we naturally also guarantee you the support you need to prevent and settle existing legal disputes – regardless of whether your matter concerns compliance with the agreed territorial protection, exclusivity and non-competition clause or the enforcement or defence of compensation and remuneration claims. We are available to our clients throughout Germany with offices in Aachen, Cologne and Düsseldorf and conference rooms in Berlin, Frankfurt, Munich, Stuttgart and Hamburg.
Please do not hesitate to contact us directly for expert legal assistance and full-service support.
The Benefits of Working with a Commercial Lawyer
When a commercial entity conducts business, the provisions of the German Commercial Code (HGB) apply. However, these are supplemented by customary commercial law, customary commercial practices in the industry and current case law. Due to this complexity, regular co-operation with an experienced commercial law lawyer is always an advantage – regardless of how large your company is or what product range it carries. Our lawyers will ensure that your company is continuously informed about the latest legal developments. In this way, they play a key role in preventing legal errors and possible discrepancies.
In the event of legal disputes, our team will work closely with our clients to help you decide whether to go to court or seek alternative solutions. In addition, our commercial lawyers can advise your company on your expansion plans. Our team will ensure that the legal requirements are considered and met so that your business can realise its plans and objectives.
Commercial Agency Law
Commercial agents play a decisive role in the success of a business and the marketing of the goods and services offered by the company. Alongside authorised dealers, franchise companies and commission agents, they are an integral part of the commercial distribution culture. The central position of the commercial agent in a company’s sales organisation is associated with many rights and obligations. For this reason, critical legal aspects must be considered when drafting a commercial agency agreement. Our commercial law team reviews, drafts and revises your commercial agency agreements and ensures that the rights and obligations of both contracting parties are clearly and comprehensibly formulated.
The commercial agent’s primary task is to broker and conclude transactions in the company’s interests. In addition, they must fulfil extensive information obligations towards the company and comply with his non-competition clause. This can be maintained on a contractual basis even after the termination of the agency agreement. In return, the principal must instruct the commercial agent and provide them with the documents required to fulfil their obligations as a commercial agent. During the contract term, the commercial agent is also entitled to commission and compensation after the termination of the contractual relationship (cf. § 89b HGB).
When drawing up a commercial agency agreement, the following contractual elements, among others, should be discussed:
- Authorisation of the company or third parties to independently market the goods in the contract territory,
- Rights of the commercial agent to utilise industrial property rights,
- Confidentiality obligations,
- Contractual territory, regional limitation,
- Creditworthiness check,
- Non-competition clause, in particular regulation of the post-contractual relationship,
- Settlement of commission and compensation claims,
- Termination of the contract (duration, cancellation),
- Obligation to maintain confidentiality.
In addition, traditional sales structures (such as sales via commercial agents) are subject to changes due to globalisation and digitalisation. The value of e-commerce, the variety of Internet platforms and the turnover generated through Internet sales are constantly increasing. For this reason, commercial agents also carry out their brokerage and agency activities via the Internet. However, other digital requirements may also become relevant and require special attention when concluding or renewing a commercial agency agreement.
e-Commerce Legal Support
The importance of e-commerce has steadily increased with the variety of internet platforms and turnover via internet sales. It changes the classic distribution structures and is subject to special legal regulations, which must also be observed in B2B business but especially in B2C business and thus in consumer contracts. We check whether your distribution structures in the e-commerce sector, internet platforms and online shops meet these requirements.
As an interdisciplinary full-service law firm, we consider the overlapping fields of law such as copyright law, data protection law, consumer protection law, capital market law and others. From online marketing and the obligation to provide an imprint, digital ordering processes, electronic payment or faulty general terms and conditions of business to questions regarding file-sharing cases, we advise you on all e-commerce legal issues.
Product Liability
Product manufacturers and other parties involved in the supply chain are comprehensively advised and represented by our commercial law lawyers in product liability law. All companies within the supply chain are subject to special legal requirements under German and European law. Since 1 January 2023, the Supply Chain Duty of Care Act has applied to German companies with at least 3,000 employees and from 1 January 2024 to companies with at least 1,000 employees. This imposes human rights and environmental due diligence obligations on certain companies. This results in an urgent need for adaptation and updating, particularly affecting compliance, purchasing and contract drafting.
Our legal team offers our clients ongoing legal support to ensure compliance with legal requirements. We show you ways your company can avoid liability by providing solutions in contractual clauses and maintaining high safety standards.
Concerning the breach of duties of care that can trigger liability for damages, a distinction must be made between product and producer liability. In the case of product liability under the Product Liability Act, the manufacturer is liable for the risks posed by its product without having to prove fault. Producer liability per § 823 German Civil Code (BGB) is more narrowly defined, as the manufacturer must be proven to be at fault concerning a specific type of defect.
Receivables Management
Our legal team for commercial law can advise you on implementing receivables management in your company. If your contractual partners do not fulfil their contractual services and deliveries or do not fulfil them as agreed, don’t hesitate to contact our law firm. We will take care of setting the necessary deadlines and ensure that you receive the services and receivables to which you are entitled in the agreed manner.
We also support you in enforcing warranty and contractual rights such as subsequent delivery, rectification, cancellation, reduction and all forms of compensation. In particular, we ensure that the time frame is adhered to when asserting your claims and rights, that respective deadlines are observed and that reminders are issued. It may also be necessary to have claims enforced. Our lawyers can also assist you with this. The enforcement law practice group will be happy to advise you and explain your options for action.
In return, we will defend you against unjustified claims involving your company. This also includes the defence against warning letters and cease-and-desist declarations from competitors on the Internet. This often involves trade mark or copyright infringements and breaches of the law against unfair competition in the context of e-commerce. Our interdisciplinary law firm advises you on copyright, competition and distribution law.
Warehouse Agreements
The commercial services of warehousing companies are indispensable for industrial and commercial enterprises and have become an integral part of everyday commercial business. Such warehouses include stock warehouses, transhipment warehouses and delivery warehouses and enable the intermediate storage of trade goods in sales and supply chains. Thus, warehousing companies play a significant role in international trade. The contractual relationship and the rights and obligations between the warehouse keeper and the depositor are regulated in the German warehouse agreement.
The main obligation of the warehouse keeper is the duty to store and keep the respective stored goods. The concrete form of this obligation depends on how the storage contract was concluded, i.e. whether special storage or collective storage exists or special agreements were made in a framework contract. The subject matter of the regulation can be, among other things, whether only a closed room may be used as a warehouse or whether the goods must be specially packed for security.
In return, the depositor must pay the agreed remuneration (“storage charges”). In addition, according to § 468 HGB, if dangerous goods are to be stored, the depositor is obliged to inform the warehouse keeper in writing in good time of the exact nature of the danger and, if necessary, of the precautionary measures to be taken. The depositor may thus be subject to far-reaching duties of disclosure and notification.
Schlun & Elseven: Full-Service Consulting for Business Clients
Our extensive services and the variety of legal areas represented by our law firm enable your company to work cost-efficiently and save time. Our full-service approach allows us to ensure compliance with all legal requirements and thus significantly contribute to avoiding costly legal disputes. Our lawyers draft and review contracts, advise on German employment and labour law issues and ensure that our business clients are always informed about the latest compliance requirements, statutory whistleblower protection and the possibilities of German tax law. Working with our law firm guarantees your company continuous support for all your legal concerns.
Our full-service support extends beyond our commercial law services, including contract drafting and review, intellectual property protection, and tax advice. We are committed to ensuring that your rights and interests as a company are always protected.
Practice Group: German Commercial Law
Practice Group:
German Commercial Law
Contact our German Commercial Lawyers
Please use the form to tell our team of German commercial lawyers about your legal concerns. After receiving your request, we will make a short preliminary assessment based on the information provided and give you a cost estimation. You are then free to decide whether you want to instruct us.
