Procurement, Sales & Distribution

The LkSG requires companies based in Germany with 1,000 or more employees to observe human rights and environmental due diligence in their supply chains: risk analysis, prevention and remedial measures, a complaints mechanism and documentation. In 2025 the act was eased, the reporting obligation was dropped and enforcement by the BAFA suspended; the substantive due diligence duties, however, continue to apply. We put in place an appropriate, workable due diligence system and anchor it contractually along the supply chain.

The EU CSDDD entered into force in 2024 and must be transposed into German law by 26 July 2027; until then the LkSG continues to apply. In its current form the CSDDD covers companies with more than 5,000 employees and more than 1.5 billion euros in worldwide turnover, so it directly affects far fewer companies than the LkSG, but reaches deeper into the value chain and provides for civil liability. We keep the transposition in view and align contracts and processes in good time.

Even without a statutory duty of their own, many mid-sized companies are reached indirectly: large customers pass on their due diligence duties by contract and demand supplier declarations, sign-off on a code of conduct or sustainability evidence. Such commitments should not be signed without review, as they can create far-reaching liability and audit obligations. We work out what you have to commit to, negotiate reasonable clauses and, where sensible, pass duties on to your own upstream suppliers.

When a commercial agency contract ends, the agent can claim compensation for the fact that the company continues to benefit from the customer base the agent built up. The claim is capped at one average year's commission over the last five years and requires that the company still draws substantial benefits from the business connections after the contract ends and that the payment is equitable. The claim cannot be waived in advance and must be asserted within one year. We calculate, negotiate and enforce it, or defend against it.

Yes, under conditions. The Federal Court of Justice applies Section 89b HGB by analogy to dealers and franchisees where they are integrated into the manufacturer's sales organisation like a commercial agent and were contractually obliged to transfer their customer base, so that the manufacturer can use it without further ado after the contract ends. Whether these features are present depends on the specific contract and the actual practice. We weigh the prospects and keep the risk calculable through the way the contracts are drafted.

Even in business-to-business dealings, standard terms are subject to content review, though more leniently than towards consumers. Surprising clauses and unreasonable limitations of liability in particular are invalid. Effective incorporation matters, as does the handling of conflicting terms where purchasing and sales conditions meet; as a rule, mutually contradictory clauses fall away. We formulate terms that hold up and scrutinise the conditions of your contract partners.

In cross-border sales of goods between companies from different states, the UN Sales Law (CISG) often applies automatically unless it is expressly excluded. Whether exclusion is sensible depends on the individual case. Incoterms govern the passing of risk, transport and costs in a standardised way and should be agreed precisely. Choice of law, jurisdiction or an arbitration clause and the question of enforceability come on top. We choose the right contractual basis and negotiate it with your position in mind.

Distribution systems are subject to antitrust law, in the EU above all the Vertical Block Exemption Regulation. Setting fixed resale prices (resale price maintenance) is generally prohibited, while non-binding price recommendations are permitted. Selective distribution is allowed under conditions, as are, within limits, territorial and customer restrictions; blanket bans on online or platform sales are sensitive. Infringements can render contracts void and trigger fines. We design distribution systems that can be enforced with legal certainty.

If a delivery does not arrive, depending on the contract a grace period, a cover purchase and damages may apply, and in cases of force majeure the agreed clauses take effect. If the supplier becomes insolvent, retention of title, rights to separate satisfaction and the administrator's option on ongoing contracts are decisive. It is important to secure critical supply relationships in the contract itself, for instance through security and alternative sources. We secure your position and enforce claims, including across borders.

For damage caused by defective products, the Product Liability Act primarily holds the manufacturer liable, regardless of fault; alongside this, tortious producer liability and contractual warranty may apply. A dealer or importer who is held liable can take recourse along the supply chain. What matters is clean documentation, working recall and reporting processes and a clear allocation of liability in the contracts. We manage the defence against claims and the recourse, and draft the contracts as a precaution.

Purchasing terms are the buyer's standard business terms and shift the statutory allocation of risk in the buyer's favour. They only apply if they are validly incorporated into a B2B contract and withstand the control of standard terms. Where they clash with the supplier's sales terms, German case law on conflicting standard terms decides which provisions ultimately govern. We explain how to draft enforceable purchasing terms in our article on purchasing terms and conditions under German law.

Once the supplier is in default under Section 286 BGB, the buyer can still demand performance and claim compensation for the delay. After a reasonable grace period has expired, the buyer may also withdraw from the contract and claim damages in lieu of performance, for example the additional cost of a cover purchase. When the grace period is dispensable and how the supplier's terms take effect is covered in our article on the buyer's rights in late delivery.

A quality assurance agreement (QAA) is a framework contract between customer and supplier that sets quality requirements, inspection duties and the allocation of liability. It typically governs incoming and outgoing goods inspection, ppm limits, audit rights, contractual penalties and recourse in product liability cases. A QAA can shift the duty to inspect and give notice under Section 377 HGB, and individual clauses may be subject to standard-terms control. What matters for content and negotiation is set out in our article on the quality assurance agreement in Germany.