Commercial law and distribution law

Specialist lawyers in commercial law, direct distribution and online trading
Commercial law and distribution law

Your partner for commercial law and distribution law, nationally and internationally

As specialist lawyers for commercial law as well as experts in distribution law and contract law, we support and advise companies, commercial agents, authorised dealers, franchise systems and other distribution intermediaries in national and transnational legal issues relating to contract law, distribution law and commercial law. In addition to all classic contract solutions under commercial law, you can expect special expertise from dhpg when it comes to franchise systems, online trading and the digitalisation of the contract system (contract management). Let us serve you as an interdisciplinary sparring partner in strategic distribution system planning and its contractual structuring. 

We will be happy to support and advise you on

Why dhpg?

Thinking outside the box

Commercial law and distribution law issues touch a nerve with every company. Legally sound contracts are a necessity. At the same time, our claim is always thinking outside the box. It is not uncommon for issues involving distribution law and commercial law to be closely linked to questions concerning corporate law, labour law and tax law. And we have the experts to advise you in all of these areas.


Thinking digitally

Our lawyers specialising in commercial and corporate law want to make life as pleasant as possible for you and your employees. We will be glad to examine and analyse your contract system and provide you with an individual digital contract management: so that your company only produces legally flawless contracts.


Offline and online at home

The popularity of online channels is increasing year by year. Together with our tax and IT experts, we offer you all-embracing advice that focuses on special features of the online channel. After all, it is important to be well positioned for transnational trade here right from the start.


Internationally networked

Do you have any special questions? It's good to have 14,000 experienced colleagues in over 200 offices worldwide at your side. No matter what question you may have, we always have the right contact person for our clients in our partner network CLA Global.

Your contact persons for commercial law and distribution law

Would you like to get together for a personal meeting to obtain advice? We would be happy to schedule a non-binding appointment with you so that we can get to know each other. We look forward to your call or e-mail and to meeting you.

To the contact persons

FAQ - Questions involving commercial law, distribution law and contract law

Once general terms and conditions (GTC) - always GTC?

General terms and conditions (GTC) set out a variety of issues that emanate from the supply and service relationships of contractual partners. They can thus minimise legal and economic risks while accelerating and standardising the conclusion of contractual agreements. The Internet is full of well-meant templates for drawing up contracts or GTC. But caution is warranted when using these. Mistakes come at the expense of the user and can result in violations of competition rules that are subject to sanctions. Due to ongoing court rulings, general terms and conditions are subject to constant change, which makes continuous updating indispensable for each and every company. 

We will draw your attention to what really matters in the GTC:

  • Draw attention to your GTC in the run-up to a business transaction. It is only in this way that the general terms and conditions will be effectively included as the basis of the contract.
  • Take into account industry-specific or product-specific peculiarities in the concrete design of the GTC. 
  • Separate individual provisions into subsections - even if they are related in content. This is because, according to case law, only unobjectionable and separable provisions are not affected by invalidity in the event that individual provisions are null and void. 
  • Use GTC defence clauses to avoid conflicting clauses of the contractual partner. A defence clause excludes not only contradictory, but also supplementary clauses in other parties' GTC.  
  • A key point is to focus on the liability clauses. Limitations of liability and risk minimisation must be individually designed. Note that even liability for merely slightly negligent breach of material contractual obligations by the user cannot be excluded. Particular caution is required in the case of a limitation of liability in terms of sums.
  • Termination options and any resulting claims are to be agreed. 

What should you keep an eye out for in a franchise contract

One characteristic of a franchise contract is that usually a certain designation (brand, name, symbol, know-how, etc.) comes to the fore under which the franchisee operates towards the outside world in its own name and on its own account (e.g. restaurant chain). The franchise agreement is not regulated by law in Germany and usually binds the contracting parties for a lengthy period of time, which is why the individual rights and obligations of the parties must be precisely and comprehensively set out in the franchise agreement. Since sensitive and confidential information is already disclosed in the pre-contractual phase, a non-disclosure agreement should also be concluded in advance. In addition to the franchise agreement, which clearly specifies the rights and obligations of the parties, the use of a franchise manual is commonplace. This contains all the principles, information and guidelines regarding the franchise system that are necessary for the management of the business. 

UN Convention on the Sale of Goods (CISG) - what's behind it?

Are your goods also frequently sold across a border? In addition to national laws and regulations governing sales, many states have agreed to apply the international UN Convention on the Sale of Goods (CISG). These special provisions are tailored to cross-border situations and have been ratified in 92 countries. These then apply unless something to the contrary is agreed in the contract. The International Convention on the Sale of Goods (CISG) offers a uniform contract law based on commercial customs and leaves the parties free to find their own appropriate contractual arrangements. These provisions can be enforced in a court of law in the same way as national provisions. 

Here you will find some points that are stipulated differently than under national law: 

  • Inclusion of the GTC 
  • Right of withdrawal only in case of material breach of contract 
  • No-fault, warranty-like claim for damages 
  • Claims for damages are limited to foreseeable damage 
  • If no quality of the goods has been agreed, the seller's expectations are relevant 
  • No recourse on the part of the entrepreneur according to
  • §§ 478 f of the German Civil Code in the sale of consumer goods 

Always up to date: automation for contracts thanks to contract management

Is there anyone in the company who hasn't heard the question: Do you have the latest sample contract for the delivery of our machine? The specialist lawyers at dhpg provide you with all sample contracts in standardised form "free of charge" through contract management. With this service, we make use of the possibilities of digitalisation. This coupled with use of our partner Lawlift's software allows you to create your standard contracts with the easy-to-use contract management system. dhpg imports the appropriate contracts and ensures that these documents are always up to date. With the help of a fill-in dialogue in contract management, even non-lawyers can then always generate an appropriate, up-to-date contract in a brief amount of time.

The experts at dhpg have an interdisciplinary approach to distribution and commercial law

dhpg's specialist lawyers for commercial and corporate law assist companies, commercial agents, authorised dealers, franchise systems and other sales intermediaries in national and transnational legal issues relating to contract, distribution and commercial law. Closely linked to corporate, tax and IT law, our aim and objective is to offer you maximum standardisation and ease your burden by means of contract management or contract administration and, in particular, to protect you from contractual disputes. With an interdisciplinary team of experts at your side, you can rest assured that you are in good hands, not only in matters of distribution and commercial law, but also when it comes to issues involving labour and tax law. An important component is IT law, which has become an important part of commercial law nowadays due to increasing online trade and the use of webshops.


Get in touch with us

Mail Contact form Telefon +49 228 81000 0
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