Commercial Law & Distribution Law

We review, draft and negotiate all types of distribution agreements, from commercial agency agreements and authorized dealer agreements to franchise agreements including franchise manuals. In doing so, we benefit from our many years of experience, the support of our clients from medium-sized businesses and industry, and the knowledge gained from countless litigation mandates. Our goal is to understand the business model and the needs of our clients and – where necessary – to safeguard them with tailor-made solutions.

Conflicts can arise in commercial agency or authorized dealer relationships, for example over the existence of commission claims or territorial protection and exclusivity rights. In addition, the contracting parties have certain general rights and obligations, the scope of which has been specified by case law. Depending on the form of the contract, the commercial agent is subject to a duty of mediation, conclusion and disclosure and must look after the interests of the entrepreneur. The entrepreneur must provide the agent with samples and information and may not arbitrarily prevent conclusions. We check these rights and duties and enforce them if necessary.

If a commercial agent, authorized dealer or entrepreneur wishes to withdraw from the contractual relationship, the question arises as to whether there is good cause within the meaning of § 89a HGB justifying termination without notice, whether the notice period has been observed in the case of ordinary termination (§ 89 HGB) and whether there is a claim to commercial agent compensation (§ 89b HGB) and/or book extract (§ 87c HGB). Post-contractual restrictions on competition may also play a role. We check the deadlines and claims and routinely represent out of court and in court.

For commercial transactions between merchants, the legislator has provided for an obligation to examine and give notice of defects (§ 377 HGB). If the buyer fails to carry out an “immediate” inspection and give notice of defects, the goods shall be deemed to have been approved. The same applies to cross-border transactions under the so-called UN Convention on Contracts for the International Sale of Goods (Art. 38 f. CISG). If more complex objects of purchase are involved, an expert opinion on the absence of defects may be required. We advise and represent in disputes between merchants and take into account the UN Convention on Contracts for the International Sale of Goods when drafting contracts.