German Contract Law: From Conclusion to Termination of the Contract
General contract law forms the basic framework for all types of contracts from special areas of law. It is the basic tool of every lawyer. Irrespective of the classification of the legal facts you describe under a special field of law or a certain type of contract, our legal experts in the various specialist areas can therefore help you at any time in questions of general contract law.
As an important focus of our extrajudicial activities, we offer you our legal support in the drafting of contracts and general terms and conditions. As a partner in contract negotiations, we ensure that decisive formulations are carried out precisely and in a way that will stand up in court, that formal requirements are adhered to and that the contract corresponds to your interests.
We comprehensively review contractual clauses, model contracts as well as general terms and conditions of business in order to prevent any disputes before the conclusion of the contract. Even after the conclusion of the contract, we take care of the assertion of your rights and claims from any contracts in and out of court or bring about the effective termination of a contract by revocation, withdrawal, termination or cancellation agreement.
Contract Preparation and Review in Germany
Frequently, clear and precise formulations are necessary to secure one’s own interests for the future contractual relationship. It is therefore in many cases not advisable to resort to sample contracts from the Internet. Especially not if the intended contractual relationship is to regulate a personal, complex matter.
A legal expert for German contract law can support you in the contract negotiations and ensure that your interests are protected in relation to the contractual partner. He can pre-formulate appropriate individual agreements and bring them into the negotiations.
Our contract law attorneys at Schlun and Elseven have many years of experience in drafting, revising and optimizing contracts and are therefore happy to offer you the necessary support in your contract negotiations. In addition, when concluding and drafting contracts, we ensure that the decision-making process and the final contract as the end product of negotiations is in line with the current legal situation and that it stands up to the latest, highest court rulings.
The examination of contracts and contractual clauses for possible invalidity, nullity, contestability or incompleteness is of utmost importance not only before the conclusion of the contract but undoubtedly also after the conclusion of the contract. It is often only in conflict situations that it becomes apparent that formal and instructional regulations have not been observed or have been incorrectly implemented. This must be prevented in advance by prior checking of intended or submitted contract offers.
But even after a contractual relationship has already been established, we can carry out a detailed, in-depth contract review and assert your rights and claims. In addition, by means of a subsequent review of the existing contract, we ward off unjustified, ineffective, void or contestable claims and demands.
Special features when Concluding a Contract on the Internet
With the increase in the number of internet platforms for internet trading and e-commerce by companies, the number of contracts in Germany concluded via the internet has continued to rise steadily. It is impossible to imagine the modern economy without this type of structuring and conclusion of contracts. However, when concluding contracts on the Internet, not only customers, but especially the operators of online shops must consider some special requirements.
We will inform you about which requirements have to be met for a legally correct internet presence, how ordering processes must be regulated, and which instruction requirements exist. We keep an eye on the current legal situation and inform you about changes in the law and relevant high court rulings on the conclusion of contracts on the Internet.
All in all, we can advise and support customers as well as online trading operators in:
- The assertion and enforcement of rights and claims from online contracts
- The review of your online contracts regarding validity, nullity, voidability, voidability or incompleteness
- Creating the correct revocation instruction
- The review and optimization of online terms and conditions
- Adaptation of the ordering processes to legal requirements
- Compliance with data protection and the preparation of data protection declarations
- The adaptation of your internet presence to the changed legal situation and the highest court jurisdiction
Formal Constraints – Text Form, Written Form, Notarial Certification in Germany
Formalities such as the text form, written form or the requirement for notarial certification of a contract differ depending on the type of contract and must be observed by the contracting parties. The legal, but also, where applicable, contractually agreed consequences of non-compliance with formal requirements can be serious. By German law alone, if a formal requirement is disregarded in accordance with the principle in § 125 BGB, the entire legal transaction is null and void.
There are numerous exceptions and deviations to this rule. Nevertheless, for certain types of contract, it is essential to check whether a certain formality has been observed. Our lawyers for contract law are experienced in verifying compliance with formal requirements and can guarantee that the contracts you are aiming for are not subject to any formalities.
In this way you can avoid the risk of a possible invalidity of your legal transaction. Here we already give you a brief overview of which types of contract may be subject to which formal requirements.
Text form: Requires the naming of the person making the declaration and submission of the legible declaration on a permanent data carrier. In principle, contracts in Germany can also be concluded orally, but the text form is standard in practice. By law, this form is required for the following contracts or declarations, among others:
Written form: According to this requirement, certain declarations, contracts or documents must be recorded in writing and countersigned by the exhibitor and contracting party in person with their full name signatures. By law it is provided for these legal transactions, among others:
The written form may in certain cases be replaced by electronic form by means of electronic data exchange.
Public form (notarial recording; certification): This is the strictest legal form requirement. In notarisation, certain contracts or declarations must be drawn up by a notary as minutes, read out to the parties involved, approved by them and signed by the parties before the notary.
Notarisation certifies the correctness of a signature or declaration. If the certification is carried out by a notary, it is referred to as public certification, and if another authority acts, it is referred to as official certification. The public form is required, for example, for the following contracts:
Rights and Obligations of the Contracting Parties in Germany
In the case of contracts which involve a substantial financial or long-term obligation to the contracting party or are particularly complex, it is advisable to have the formulation of the respective rights and obligations carried out or in any case reviewed by a lawyer. It should be clear from the outset to what extent, how and when certain contractual obligations are to be performed and what the contract provides for in the event of breach of such obligations.
With their comprehensive legal expertise, our lawyers for German contract law can ensure that mandatory legal regulations are complied with and at the same time the rights and obligations of the contracting parties, as well as the entire contract, are tailored to your circumstances by means of individual agreements. Our attorneys will thus provide you with an appropriate balance between legal conformity and individual contract design.
Such accurate agreements of the rights and obligations of the contracting parties made in advance facilitate their assertion in case of conflict. Should you not have received an agreed service or not in the way you were supposed to, our lawyers for contract law will assert it for you. Our preference is the extrajudicial enforcement of rights and claims, especially in order not to harm essential contractual relationships.
Of course, we will also represent you before the competent courts if an out-of-court success cannot be achieved. In return, we support you in the fulfilment of your contractual obligations in the manner owed, especially if complications arise. We react to reminders or setting of deadlines by your contractual partners and ensure that unjustified claims by the other party are fended off.
Termination of Contracts: Termination, Resignation, Cancellation Agreement
Furthermore, we take care of the effective termination of contracts for you. Be it through a declaration of termination, withdrawal or the conclusion of a cancellation or dissolution agreement. We examine which type of termination of contract is most suitable for your personal situation and advise you on the possible consequences.
It should be noted whether the individual agreements of the contract already provide possibilities for terminating the contractual relationship, e.g. by means of a contractual right of withdrawal, or whether only legal options are considered. Particularly in the case of established, long-term contractual relationships, it can be advantageous to conclude a cancellation or dissolution agreement and, as far as possible, to agree to a conciliatory withdrawal from an existing contract.
In this context, it is again particularly important to consider possible subsequent benefits, repayment or compensation claims and to record them in the termination agreement. Our experienced team of lawyers for German contract law will find the most suitable solution for the termination of your contracts.
General Terms and Conditions of Business: German Contract Law
Another essential part of our extrajudicial services in German contract law is the drafting, negotiation and review of general terms and conditions (GTC). In this respect, particular attention must be paid to the observance of effective and court-proof formulations. We do our utmost to avoid the invalidity of general terms and conditions clauses both in B2C and B2B business. Because the use of incorrect GTC can have serious consequences, e.g. the user is threatened with warnings from competitors or the consumer protection association as well as claims for damages.
Furthermore, ineffective GTC clauses can lead to the rescission of contracts even several years after the conclusion of the contract, e.g. because the necessary revocation instruction did not comply with the legal requirements. Effective GTCs thus play an important role, especially in consumer contracts, not least because of consumer-friendly EU law and the case law of the European Court of Justice. If the general terms and conditions are ineffective, because, for example, a contracting party is disadvantaged beyond the reasonable extent, the legal regulations automatically apply. This is often also inappropriate for the disadvantaged party.
Due to this high risk of damages, the early assignment of an experienced lawyer is essential. During contract negotiations, our team of contract law attorneys will work out which general terms and conditions clauses are permissible and appropriate for your project and the respective specialist area and will pay particular attention to compliance with the latest legal changes and court rulings.
Furthermore, we check the GTC in the contract offers submitted to you for their effectiveness. We guarantee that you and your contractual interests are not disadvantaged by the GTC and always consider the specifics of the respective legal area. Due to our interdisciplinary orientation, we can offer the drafting, revision and review of GTC in the areas of sales law, labour law, commercial and corporate law, banking and capital market law, as well as other areas of law.
Sales Contract Law in Germany
The sales contract according to § 433 BGB is one of the most common types of contract in everyday life and is known to everyone in its practical form. However, sales contracts are not only concluded verbally in the supermarket or in the pedestrian zone but can be far more complex. This is often accompanied by high-value or special objects of purchase, as in the case of property and house purchase contracts as well as purchase contracts for vehicles by land, sea or air.
Likewise, the purchase modalities, requirements regarding formality or the consequences of the conclusion of a contract can be decisive for the complexity of a purchase contract, as is the case with the company purchase contract in company law. Especially when it comes to such complex purchase contracts, the appointment of a qualified lawyer for contract law is recommended.
Even before the conclusion of the purchase contract, this lawyer can ensure that your interests are protected, that there are no disadvantageous individual agreements or general terms and conditions and that formal requirements, such as the notarial recording of the property purchase contract, are observed. Our lawyers at Schlun and Elseven Attorneys, are at your disposal at any time for these services in the law of sales contracts.
But even if complications have already arisen with your purchase contract, e.g. because the agreed object of purchase was not delivered or made available or is defective, our lawyers for contract law can support you with their comprehensive expertise. We check which legal steps are most suitable for your situation and initiate them to enforce your warranty rights.
Whether it is the demand for subsequent delivery, rectification of defects, and compensation for non-performance or poor performance, or the declaration of withdrawal or reduction in price, we will help you find a suitable solution to your dispute.
Law on Contracts for Work and Services in Germany
In addition to the contract of sale, the contract for work in Germany according to § 631 BGB is also known from everyday life. The most common area of application for the creation of an owed work is work on immovable property. The content of a contract for work and services thus ranges, for example in the construction sector, from the repair or renovation of the bathroom to the construction of a house over several months.
In the specific context, contracts for work can be structured as repair contracts, architects’ contracts, expert opinion contracts, as well as freight and carriage contracts. Especially when new construction projects are pending and complex contracts for work in the construction sector have to be concluded, the appointment of a qualified lawyer for contract for work and services law is indispensable.
Often in these cases several contracts are required for a project, so that the respective contractual agreements as well as liability agreements and exclusions must be agreed and coordinated. Our contract law attorneys at Schlun and Elseven can ensure that your rights and interests are protected when concluding complex contracts for work and services.
We keep track of complex legal requirements for you and inform you about deadlines and the required acceptance of the work. In addition, in the event of work defects, we will assert your warranty rights such as subsequent performance, withdrawal, reduction and compensation.
Our services in German Contract Law
Our team of lawyers in the area of contract law offers you excellent expertise in dealing with legal issues arising in connection with contracts of all kinds. We can advise you on site at our offices in Aachen, Cologne and Düsseldorf as well as throughout Germany with the help of our conference rooms in Berlin, Hamburg, Munich, Stuttgart and Frankfurt. In the extensive field of contract law, we advise both private individuals and internationally operating groups.
- Contract preparation and contract review
- Drafting Terms and Conditions
- Support with contract negotiations
- Assertion and enforcement of rights and claims from contracts
- Bringing about an effective termination of the contract
- Termination Agreement
- Judicial and extrajudicial representation
- Sales contract law
- Law on contracts for work and services
- Contract for work and services
- Financing and leasing agreement
- Employment contract
- Partnership agreement and company purchase agreement
- Drafting of contracts for continuing obligations
- Conclusion of contract on the Internet – review of the Internet presence (imprint, terms and conditions, cancellation policy, ordering procedures)
- Contracts in industrial property rights (licence agreements, transfer agreements)