The basis of every sales relationship is a distribution agreement. Advice and contract drafting in distribution by a specialist lawyer in international commercial law for manufacturing companies with their own distribution, distribution companies, franchise systems, franchisees and commercial agents.
Main areas of practice:
- Distribution agreements – review and drafting: preparation of standard contracts and templates for use with customers and suppliers
- International sales contracts within the scope of the UN Convention on Contracts for the International Sale of Goods (CISG) and according to BGB/HGB.
- Authorized dealers and distributors: Authorized dealers as elements of a sales chain sell products of a manufacturer or supplier in their own name and for their own account. Compared to commercial agents, they are far less integrated into the supplier’s sales structure. Nevertheless, authorized dealers are treated by the legal system in certain questions in analogous application of the provisions applicable to commercial agents in the same way as commercial agents. This applies in particular to the practically relevant compensation claim of the authorized dealer pursuant to Section 89b HGB after termination of the contract.
- Commercial agency agreements: Review and drafting of commercial agency agreements, within and outside the scope of the EU Commercial Agency Directive.
- Franchise agreements: Contractual support for franchisees and franchise systems. Review and drafting of franchise agreements and ancillary agreements. I advise and support international franchise systems in establishing themselves on the German market.
- The distribution of technologically advanced products and services places special demands on the legal structure. When drafting contracts, the protection of intangible legal assets and know-how against imitation and outflow regularly plays an important role.
- References to foreign trade law when drafting distribution agreements. When supplying high-tech products to certain regions outside the European Union, the exporter may be subject to special obligations under foreign trade law, such as export bans, special inspection and declaration obligations or reporting obligations. As part of a forward-looking and risk-oriented contract design, foreign trade law obligations should be examined at the contract design stage and, if necessary, reflected in distribution law agreements.
- Ancillary agreements under distribution law: Confidentiality agreements, commission agreements, powers of attorney, payment processing
- Risk allocation and liability issues in international distribution
- Transportation law and customs law issues
Competition law aspects in distribution
While the provisions of the ARC apply to distribution agreements without a foreign connection, distribution agreements with a foreign connection are subject to harmonized European competition law. Section 101 (1) TFEU and various exemption regulations, in particular Regulation (EU) No. 330/2010 on the application of Article 101 (3) of the Treaty on the Functioning of the European Union (TFEU) to categories of vertical agreements and concerted practices (so-called Vertical Block Exemption Regulation), are particularly relevant in the area of distribution law.
Main areas of activity:
- Territorial protection and sales restrictions: Exemption of certain provisions in distribution agreements on territorial protection and sales restrictions from Art 101 (1) TFEU within the scope of application of Regulation (EU) No. 330/2010 (Vertical Block Exemption Regulation).
- Protection against competition and non-compete obligations
- Selective distribution
Representation in court and in arbitration proceedings
Representation in court and in arbitration proceedings in distribution law matters to enforce or defend against claims.
International distribution agreements
Drafting international distribution agreements and supporting clients in the initiation of such agreements is part of my regular legal practice. The parties to an international distribution agreement are usually based in different countries. As a result, there are additional issues when drafting the contract that do not arise in a distribution agreement with a purely domestic reference. In addition to considerations regarding the choice of law, place of jurisdiction, contractual penalties, payment processing, product conformity in the target market and liability, these also include fundamental questions regarding the enforceability of any claims against a contractual partner who is based on the other side of the world and has no assets in Germany.
n the case of technologically advanced products, it may also be necessary to consider foreign trade law when trading and selling with contractual partners based outside the European single market. This applies in particular to sales relationships with partners from other parts of the world that are affected by sanctions or where German or European foreign trade law places special requirements on the export of the products in question to the relevant regions. Corresponding risks should definitely be checked before the contract is concluded. Special measures may also be required with regard to transportation in the case of technologically sophisticated, very valuable or sensitive products, which must also be taken into account when drafting the contract.
