Commercial law in Germany
Your expert lawyers for German commercial law
The commercial law is regarded as the special private law of merchants or also as a generic term for entrepreneurial legal transactions. The provisions of commercial law are primarily found in the German Commercial Code (HGB), which regulates the legal norms for merchants, among other things. In addition, general civil law and a large number of ancillary laws such as the corporate law, competition law or intellectual property law determine the norms of commercial law. A comprehensive expertise of various legal sources is therefore essential for a competent lawyer for commercial law . As experienced commercial lawyers, we at ab&d Rechtsanwälte have precisely this specialist knowledge and provide competent advice to merchants, companies, commercial agents and other sales intermediaries in all matters relating to German and international commercial law - regardless of whether it's in person at our law firm in Berlin, Germany or online via video call.
We enforce claims for commission (§§ 87 ff. HGB) and compensation (§ Section 89b HGB) for you, review and draft General Terms and Conditions as well as individual B2B contracts and negotiate cooperation or license agreements for you. Our commercial law lawyers with their many years of expertise are also available at any time to assist you with questions relating to contractual non-compete clauses .
We are happy to offer you a non-binding and free initial telephone consultation on your commercial law matter. Simply give us a call on +49 30 36 41 41 90, send us an e-mail to kontakt@abd-partner.de or use our contact form!
Our services in commercial law:
- Examination and negotiation of contract templates for your business partners
- Drafting of B2B contracts (suppliers, service providers, intermediaries, etc.)
- Drafting of cooperation and license agreements
- Framework agreements for joint ventures
- Negotiation of commission and compensation claims
- Assertion of claims for information and accounting statements
- Review of non-compete clauses and drafting of Competition agreements
- Drafting of franchise agreements
- Review of your business model for legal compliance
- Legally compliant Drafting of General Terms and Conditions
- Review and adjustment of existing Terms and Conditions
Our lawyers for commercial law look forward to hearing from you:
Commercial law, B2B contracts
In contrast to consumer law (B2C), there is extensive freedom of contract in legal transactions between companies (B2B). In the case of cooperation in the B2B sector, the contract templates such as licenses, rights of use, terms and conditions of purchase, or sale, are provided by the "larger business partner". For the "smaller business partner", however, there is always the risk that even inconspicuous formulations liability traps or other legal disadvantages.
For this reason, the provided contracts should always be legally reviewed and, if necessary, renegotiated . It is often a very promising strategy using ones own economic and financial weight and having advantageous contract clauses ready, which our commercial lawyers will be happy to draft for you and negotiate them for you in such a way that you are legally on the safe side and are not left out in the cold in the event of a dispute.
Commercial agents and commercial agency law
Many companies rely on the support of commercial agents, authorized dealers or franchise systems to acquire new customers. In all of these constellations, the §§ 84 ff. HGB (German Commercial Code) regulate the legal framework of such contractual relationships - and in some cases "non-dispositive", i.e. in such a way that the contracting parties may not deviate from the statutory provisions or may not deviate from them to the detriment of the commercial agents.
Despite this partially restricted contractual freedom, a commercial agency contract in written form is highly recommended in order to regulate the legal relationship between the commercial agent and the company and thus prevent conflicts. This applies in particular to commission claims (§§ 87 ff. HGB) and the particularly contentious claim of the commercial agent for compensation pursuant to Sec. § Section 89b HGB after termination of the agency agreement. If the principal terminates the commercial agency contract without good cause or if the commercial agent terminates for good cause, due to age or illness, he is entitled to a compensation claim for those customers that he has acquired for the entrepreneur.
It is always important to observe the legal limitation and preclusion periods. For example, the compensation claim must be asserted within one year of termination of the commercial agency contract, otherwise it expires.
Our commercial lawyers will be happy to draft a commercial agency contract for you according to your wishes and review existing commercial agency contracts. Of course, we are also fully committed to assisting you in the event of commercial litigations relating to any commission payments, claims and entitlements.
General Terms and Conditions
General Terms and Conditions (GTC), often also called terms of use, terms of purchase, terms of delivery, etc., have become an integral part of today's business world.
It should be noted that, according to the legal definition in § 305 BGB, General Terms and Conditions are not only documents that are specifically named as such, but are also considered as "pre-formulated contractual terms for a variety of contracts" that a contracting party (user) provides when concluding a contract. This means that even contracts that do not initially look like General Terms and Conditions are also General Terms and Conditions if the user wants to use the corresponding contract several times. In this case, the provisions of the §§ 305 ff. BGB apply to the entire contract, which leads to the nullity of many contractual provisions in consumer transactions (§§ 308 and 309 BGB), such as the invalidity of lump-sum compensation or excessively long contract terms.
In legal transactions between companies (B2B), the law on general terms and conditions is less regulated. The strict requirements of Sections 308 and 309 of the German Civil Code (BGB) do not apply directly (§ 310 BGB) – however, the provisions of the § 307 BGB and the § 305c BGB also place limits on the drafting of GTC contracts in B2B transactions. Surprising clauses are invalid and doubts regarding the interpretation of clauses are at the expense of the user (Section 305c BGB). According to Section 307 of the BGB, clauses that are unreasonably disadvantage to "the other party" (i.e. not the user); the disadvantage may also result from the fact that a clause is not clear and comprehensible.
For this reason, it is particularly important in B2B transactions to ensure that your own sample contracts do not contravene the provisions of GTC law, as otherwise they will be invalid and the statutory provisions will take their place, § Section 306 (2) BGB.
When drafting general terms and conditions for online transactions in the B2C sector, particular attention must be paid to ensuring that the legal information obligations be fulfilled (Art. 246 et seq. EGBGB). Data protection notices are also becoming increasingly relevant, especially since the validity of the GDPR.
You need legal support with the legally compliant design of your general terms and conditions? We would be happy to review and create individual GTCs for your business model. As part of our consultation, we will also provide you with information on where we recommend adjustments to your business model based on our experience - because: the best general terms and conditions are the ones you never need.
