Schlun & Elseven Rechtsanwälte PartG mbB is a full-service law firm active throughout Germany. Our commercial lawyers are your reliable partner for all legal questions concerning national and international commercial law. Our experienced professionals are available to support you at our offices in Aachen, Cologne and Düsseldorf, and our conference room facilities in Berlin, Frankfurt, Munich, Stuttgart and Hamburg. Find out about our extensive services and please contact us directly for specialised service.
The Benefits of Working with a Commercial Lawyer
Working with an experienced commercial lawyer is advantageous for companies of all sizes. A commercial lawyer will ensure that your company is aware of legal developments, thus preventing legal mistakes and common pitfalls from taking place. A commercial lawyer is a necessity in complex legal disputes, however, arguably their role in preventing legal disputes is even more important. In the event of legal conflicts, our team works closely with our clients and advise them regarding whether they should enter court proceedings or if there are alternative ways to resolve the matter.
Furthermore, by engaging with our commercial lawyers on an ongoing basis, our team can advise regarding your company’s expansion plans. Our team will ensure that the legal requirements are considered and fulfilled to allow your company to follow through on their intentions.
Commercial Agency Law
The commercial agent plays a decisive role in entrepreneurial success and the marketing of the goods and services offered by the company. In addition to authorised dealers, franchise companies and commission agents, commercial agents are an integral part of economic distribution structures. This characteristic of the commercial agent as the central figure in the distribution of a company is accompanied by many rights and obligations on both sides. For this reason, some essential legal aspects must be considered when drafting a commercial agency contract. Our commercial law legal team reviews, drafts, and revises your commercial agency contracts and ensures that the rights and obligations of both parties to the agreement are clearly and comprehensibly formulated.
The commercial agent’s first and foremost duty is to mediate and conclude transactions in the company’s interests actively. In addition, they have to fulfil far-reaching responsibilities to inform the entrepreneur and must comply with their non-competition clause. This can be maintained on a contractual basis even after the termination of the agency agreement. In return, the entrepreneur has an obligation to instruct the commercial agent and provide them with the materials and documents necessary to perform their commercial agency duties. During the contract term, the commercial agent is also entitled to commission payment from the principal and, after termination, to compensation per § 89 b HGB.
Parties should discuss the following contractual elements in any case in the commercial agency contract:
- Authorisation of the entrepreneur or third parties to independently market the goods in the contract territory,
- Commercial agent’s rights of use of industrial property rights,
- Confidentiality obligations,
- Contract territory, regional limitation,
- Credit assessment,
- Non-competition clause, in particular, regulation of the post-contractual,
- Settlement of commission and compensation claims,
- Termination of the contract (duration, termination),
- The obligation of secrecy,
In addition, the classic sales structures, such as distribution through sales representatives, are also subject to the changes brought about by globalisation and digitalisation. The importance of e-commerce, the variety of Internet platforms and the revenue generated through Internet sales constantly increase. Commercial agents also perform their intermediary and brokerage activities via the Internet. However, other digital requirements may become relevant, requiring special attention when concluding or extending 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 manufacturers and other parties within the supply chain can avail of comprehensive legal service and representation from the lawyers at Schlun and Elseven Rechtsanwälte in the field of product liability law. There are particular legal requirements for all companies within the supply chain from German law and European law. Our legal team provides ongoing legal support and service to our clients, ensuring that they remain compliant with their legal requirements. We will guide you through ways your company can avoid liability by providing solutions in contractual clauses and maintaining high safety standards.
Concerning the violation of duties of care and manufacturers’ responsibilities, which may trigger liability for damages, a distinction must also be made between product and producer liability. In product liability under the Product Liability Act, the manufacturer is liable for hazards emanating from its product without proving fault on its part. The producer’s liability, according to § 823 BGB, is more narrowly defined. In the case of producer liability, the manufacturer must be at fault concerning a specific type of defect.