Commercial law

Our focus

Our focus is always on the best possible solution tailored to our clients' needs. To this end, we have a powerful team of experienced lawyers who advise and support our clients professionally - in person on site or digitally. Diverse specialisations and language skills enable us to competently support our clients not only nationally, but also worldwide on the international markets.

Distribution law covers the legal relationships in the sale of goods and services. It includes, in particular, the legal relationships between companies at different levels of trade (manufacturer / supplier / trader) or between companies and commercial agents (= commercial agent law).

Of importance here are not only the national regulations from the German Civil Code (BGB) or Commercial Code (HGB), but often also from neighbouring areas of law, such as competition law (UWG), labour law, but also antitrust law.

As an exporting country, Germany traditionally attaches great importance to the international distribution of goods. ALPMANN FRÖHLICH advises clients in particular on cross-border matters and has decades of experience in this field.

ALPMANN FRÖHLICH supports and advises clients in all matters relating to distribution law, both nationally and internationally, in particular on the following topics:

• Commercial agency law
  • Drafting, drafting and reviewing commercial agency agreements,
  • Enforcement and defence of book statement claims and commission claims of the commercial agent,
  • Advice on all problems in connection with the termination of contracts and their settlement,
  • Determination, enforcement and defence of compensation claims of the commercial agent,
  • non-competition and unauthorised competitive activities of the commercial agent

• Dealership law
  • Preparation, drafting and review of authorised dealer agreements,
  • Advice on all problems in connection with the termination of contracts and their settlement,
  • Compensation claims of the authorised dealer
• Distribution cartel law
  • Exclusivity regulations / non-competition clauses,
  • customer protection,
  • Discount and bonus systems,
  • Selective distribution,
  • Online distribution
• Incoterms
• UN Convention on Contracts for the International Sale of Goods (CISG)
• Quality assurance agreements

An essential part of our advice is the drafting and review of national and international (commercial) contracts. In order to avoid disadvantages that were not calculated for later, it is important to weigh up all possible consequences before concluding a contract. We offer our clients comprehensive advice on the drafting of optimal, tailor-made contracts, both within the framework of the preparation of individual contract concepts and in connection with the review of existing contracts.

• Sales contracts,
• contracts for work and services,
• supply contracts,
• research and development contracts,
• plant contracts,
• contract manufacturing agreements
• Logistics/forwarding/transport contracts,
• consignment stock contracts,
• GTC
  • Drafting and review of, in particular, terms and conditions of purchase and sale,
  • Effective inclusion of general terms and conditions

General terms and conditions are more common in legal transactions than they might seem at first glance. According to Section 305 (1) of the German Civil Code (BGB), general terms and conditions are "all pre-formulated contractual terms and conditions for a large number of contracts which one contracting party (user) imposes on the other contracting party when concluding a contract". Even the first use of predefined regulations can lead to the applicability of GTC law. General terms and conditions only do not exist if the contractual terms have been individually negotiated between the contracting parties (section 305 (1) sentence 3 BGB). Case law has set high hurdles as to when an individual agreement exists.

The content of GTCs is regulated by law. This applies above all to general terms and conditions that are used vis-à-vis consumers. In individual cases, ineffective GTCs can quickly lead to costly warnings. But even in the b2b sector, the effects of faulty GTC can lead to drastic consequences: the regulations are not trimmed down to what is just permissible; rather, GTC that violate the law are invalid. This means that a provision intended to benefit the user can quickly boomerang and leave the user empty-handed.

ALPMANN FRÖHLICH drafts individual, legally compliant GTCs tailored to the needs of its clients, which fully reflect your business model, or reviews your existing GTCs.

Our services to the point:

• Preparation and review of general terms and conditions
  • Terms and conditions of purchase/sale (both stationary sales and online shop)
  • Terms of use
  • Data protection declarations
  • Information requirements in distance selling and electronic commerce
• Preparation of model contracts
• Effective integration of general terms and conditions (national / international)

We understand the term "product liability" to mean the obligation to be liable for damages resulting from the use of defective / faulty products. This primarily involves claims under civil law (especially warranty and/or guarantee claims, compensation for damages). In addition, however, there may also be consequences under public law (in particular under the Product Safety Act or sector-specific special regulations such as the Toy Directive, Machinery Directive, etc.) and - depending on the severity of the infringement - possibly even criminal sanctions (above all bodily injury offences (§§ 223 ff. StGB), homicide offences (§§ 212, 222 StGB).

The seller or the manufacturer can regularly be exposed to the claims or consequences described above, but the importer or the so-called quasi-manufacturer can also be held liable under certain circumstances.

ALPMANN FRÖHLICH has been assisting clients in product liability matters for decades and offers comprehensive advice on legal protection both in advance and in the event of liability. Thanks to specialised lawyers and a large international network of partners, ALPMANN FRÖHLICH is also able to act in complex cases with national or international implications.

One focus is on recall management. ALPMANN FRÖHLICH supports clients both in the decision-making process regarding the necessity of a recall and in the planning of the recall and coordinates the measures to be taken with the clients. The aim here is always to take appropriate measures to avert danger on the one hand and to avoid image and brand damage on the other.

1. in the run-up

In order to prevent product liability cases from arising in the first place or to reduce the risk of such liability cases to a minimum, it is indispensable to take precautions in advance, in particular to protect oneself in the best possible way from a legal point of view. ALPMANN FRÖHLICH advises clients, among other things, on

• Drafting of contracts (purchase contracts, contracts for work and services, supply contracts, plant contracts, etc.) to optimise topics relevant to product liability, such as in particular:
  • Limitation or extension of liability,
  • choice of law, UN sales law,
  • regulations on the commercial duty to give notice of defects and the duty to examine,
  • ordinary court vs. arbitration court,
  • limitation / extension of the statute of limitations,
• Quality assurance agreements as an important component of quality management
• Information duties, warning notices, operating instructions, etc.
• Review of existing insurance cover
  • Product liability insurance
  • Recall costs insurance

2. in the event of damage/liability:

ALPMANN FRÖHLICH advises and represents clients both in the enforcement and defence of claims (national / international):

• Enforcement of claims for damages
  • Representation of injured parties in and out of court
  • Enforcement

• Defence against claims
  • Defence of unjustified claims out of court and in court
  • Notification of damage to insurers, clarification of insurance coverage, coordination of further steps, etc.

• Recall management, in particular:
  • • Decision on the "whether" of a recall,
    • Who must be informed and when?
    • Has the recall insurer been informed?
    • Have the competent authorities been informed?
    • Development of the necessary measures (additional customer information, warnings, modifications of the product, recall, etc.)

• Recourse against parts suppliers / manufacturers