Commercial law

Our law firm specialises in providing advice in all areas of commercial and distribution law. Commercial law is a specialised private law and is regarded as the special law of merchants, which regulates in particular the relationships with other entrepreneurs under competition and company law. Disputes between merchants are subject to special legal provisions in this respect. Independent commercial agents are also subject to special commercial law regulations in §§ 84 ff HGB.

As specialised lawyers, we support our clients with decades of experience

in all aspects of commercial and distribution law. Our advice covers the structuring of all external relationships of your company, as well as the extrajudicial and judicial enforcement and defence of trade-specific rights and claims.

Preparation and review of general terms and conditions in commercial law

General terms and conditions play an important role for providers of goods and services. This applies in particular to the constantly growing online trade and e-commerce. The factual and legal accuracy of GTC provisions is essential in order to avoid future disputes and minimise economic risks for companies. The use of ineffective GTC provisions can lead to considerable legal consequences for the user and can result in costly warnings from competitors. It therefore makes sense to check whether the clauses are permissible before using GTCs.

In order to avoid the legal risks of using ineffective general terms and conditions, we support our clients with our many years of experience in reviewing and drafting legally effective general terms and conditions of purchase, delivery, warranty or service.

Drafting contracts under distribution law

In the area of distribution law, we support and advise our clients in the development and adaptation of distribution contracts such as commercial agency agreements, tipster agreements, commercial brokerage agreements and franchise agreements. In particular, we help our clients with questions regarding the optimal structuring of commissions.

A franchise agreement is characterised by the transfer for consideration of an entirety of industrial or intellectual property rights which are used for the resale of goods or the provision of services to the end consumer under a common name or trademark and uniform presentation and with ongoing commercial or technical support of the franchisee by the franchisor. A franchise agreement is a mixed contract with various legal elements that has not yet been expressly regulated by law. Due to the diversity of franchise systems, there is no generally applicable standard contract. In order to avoid the legal risks of ineffective clauses, we develop and draft franchise agreements that are customised to the individual needs of each franchise system.

We also advise our clients on the review and drafting of customer protection agreements in relation to subcontractors or freelancers, external consultants, sales or co-operation partners.  Customer protection agreements are regularly required in these contractual relationships in order to comprehensively prevent the outflow of customer data to competitors. The central regulatory content of a customer protection agreement is the obligation of the contractual partner not to use the customer-related data of which it becomes aware during the contractual relationship for its own business purposes or to pass it on to third parties for a certain period of time. At the same time, the contractual partner is prohibited by means of a contractual penalty clause from entering into business contact with customers directly itself or through employees or indirectly via third parties. In the event of a breach of the contractual penalty clause, direct action can be taken against the contractual partner under the customer protection agreement. To this end, we draw up a contractual penalty clause for our clients that is customised to each individual case.

Advice on commercial agency law

In commercial agency law, we support commercial agents in asserting their own claims and rights against insurers and sales companies. This regularly includes the assertion and enforcement of commission and compensation claims as well as the assertion of control rights under commercial agency law, such as the provision of a book statement, inspection of books and the right to information.

We also support commercial agents in the defence of claims and advise in disputes in which the insurer or a distribution company demands the repayment of unearned commission advances from a commercial agent. In this context, we also regularly advise our clients on the termination and handling of distribution agreements that raise questions regarding the validity of cancellations and post-contractual competition clauses. In this context, it is often advisable to draft a cancellation agreement that is in line with the interests of the parties and that regulates the consequences of the termination of the agency agreement in a clear and explicit manner. We find legally secure and individual provisions for our clients on points that are particularly prone to dispute, such as outstanding commission claims, the settlement modalities of the cancellation reserve, the payment of the compensation claim and the transfer of customer relationships.

If you need advice on the special features of commercial agency law, our specialised lawyers will support you in both out-of-court and in-court disputes.

Transport and forwarding law

Due to the increasing internationalisation of goods transport, transport law is becoming increasingly important. As a sub-area of commercial law, transport law includes regulations on the domestic transport of goods. Typical types of contract within goods transport law are, in particular, the freight contract and the freight forwarding contract, which must be distinguished from the freight forwarding contract.

Under the contract of carriage, the carrier is obliged to transport the goods to their destination and deliver them to the recipient. In contrast, the freight forwarding contract, as a special case of the agency contract, only obliges the freight forwarder to organise the shipment of the goods. Unlike the freight forwarder, the freight forwarder does not owe any success in the form of a change of location of the goods, but only the organisation of the transport and, under certain circumstances, the safekeeping of the goods through suitable execution transactions.

In this context, complex questions of liability law, insurance law and commercial law regularly arise. We provide comprehensive advice on general freight and forwarding law and support you with our many years of expertise, in particular in the assertion and defence of freight claims and freight losses, with the enforcement of recourse claims for transport and theft damage and with the review and drafting of forwarding and logistics contracts.