Sales law

Distribution agreements for manufacturers, dealers and commercial agents, including franchising.

How a product or service reaches the market is a business decision with long-term legal consequences. Whether through your own commercial agents, through authorised dealers, through franchising or directly through your own online shop: each form brings its own obligations, its own termination rules and its own cost risks.

The best known of these cost risks is the compensation claim. When a company ends its cooperation with a commercial agent, it often has to expect a substantial claim for the customer base the agent has built up. Comparable claims can also arise in relation to authorised dealers. Both can be factored in when drafting the contract, but no longer after termination.

The second framework is antitrust law. Territorial protection, exclusivity, pricing requirements and restrictions on online sales are not freely negotiable. European law sets limits here; exceeding them renders clauses invalid and can trigger fines.

What we do for you

Franchise agreements
Commercial agency agreements, including commission and compensation provisions
Authorised dealer and distribution agreements
Territorial protection, exclusivity, purchase and sales obligations
Non-compete clauses during and after the term of the contract
E-commerce: platform sales, general terms and conditions, withdrawal and information obligations
Termination of distribution relationships and defence against compensation claims

Contacts

The experts to match.

Dr. Hermann Lindhorst

Partner, Rechtsanwalt, Fachanwalt für IT-, Urheber- und Medienrecht, Fachanwalt für Sportrecht

+49 40 697989-165

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Melanie Müller-Eberstein

Partnerin, Rechtsanwältin

+49 40 697989-692

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Carina Tolle-Lehmann LL.M.

Partnerin, Rechtsanwältin, Fachanwältin für Urheber- und Medienrecht

+49 40 697989-135

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Frequently asked questions about sales law

Answers to the questions our clients ask us most often about sales law.

What is the compensation claim and who does it affect?

After the contract ends, commercial agents can claim compensation for the customer base they have built up. Under certain conditions, this rule is applied accordingly to authorised dealers. The amount is based on the commissions of recent years and often reaches substantial sums.

Are we allowed to set prices for our dealers?

Binding resale prices are not permitted under antitrust law unless a so-called genuine commercial agent is involved. Non-binding recommended prices and maximum prices are permitted; the line is crossed where de facto pressure is exerted.

Can we restrict our dealers' online sales?

Only to a limited extent. A complete ban on internet sales is generally not permitted. Qualitative requirements regarding the type of presentation, on the other hand, are often permitted.

Commercial agent or authorised dealer: which form of distribution is the most advantageous for our company?

Commercial agents act as intermediaries in another's name and bear no sales risk; authorised dealers buy and sell on their own account. The decision has consequences for taxes, liability, pricing flexibility and termination costs. It should be made before the first contract.

What needs to be considered when terminating a distribution relationship?

Termination requires lead time and careful documentation of the reasons for termination. Notice periods, compensation claims and post-contractual non-compete clauses are interrelated and should be considered together.