Consignment Sales Agreement for Germany

Consignment Sales Agreement Template for Germany

A comprehensive legal agreement governed by German law that establishes a consignment sales arrangement between a consignor (supplier) and a consignee (seller). The agreement defines the terms under which the consignee will sell goods on behalf of the consignor while the consignor retains ownership until final sale. The document encompasses provisions for inventory management, commission structures, reporting requirements, and risk allocation, all aligned with German Commercial Code (HGB) and Civil Code (BGB) requirements, particularly focusing on §§ 383-406 HGB regarding commission business arrangements.

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What is a Consignment Sales Agreement?

The Consignment Sales Agreement is a crucial document used when a business wants to place its goods with another party for sale without immediately transferring ownership. This arrangement is particularly common in German business practice and is governed by specific provisions in the German Commercial Code (HGB) and Civil Code (BGB). The agreement details how the consignee will store, display, and sell the consignor's goods, specifying commission rates, reporting requirements, and payment terms. It's especially valuable for businesses testing new markets or managing specialized inventory without capital investment, while providing consignors with broader market access through established retail channels. The document includes comprehensive provisions for inventory management, risk allocation, and operational procedures, ensuring compliance with German commercial law requirements.

What sections should be included in a Consignment Sales Agreement?

1. Parties: Identification of the consignor and consignee, including full legal names, registration numbers, and addresses

2. Background: Context of the agreement and brief description of the business relationship

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment and Scope: Appointment of consignee and scope of authority to sell goods on consignment

5. Delivery and Storage of Goods: Terms for delivery, storage requirements, and handling of consignment goods

6. Pricing and Commission: Pricing structure, commission rates, and payment terms

7. Title and Risk: Retention of title provisions and allocation of risk for consignment goods

8. Obligations of Consignor: Responsibilities of the consignor including product supply and support

9. Obligations of Consignee: Responsibilities of the consignee including sales efforts and reporting

10. Accounting and Reporting: Requirements for financial reporting, inventory management, and reconciliation

11. Term and Termination: Duration of agreement and termination provisions

12. Return of Goods: Procedures for returning unsold goods

13. Confidentiality: Protection of confidential information

14. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes

What sections are optional to include in a Consignment Sales Agreement?

1. Insurance: Required when specific insurance arrangements need to be detailed

2. Marketing and Promotion: Include when consignee has specific marketing responsibilities

3. Minimum Performance Requirements: Used when setting specific sales targets or performance metrics

4. Data Protection: Required when personal data processing is involved (GDPR compliance)

5. Exclusivity: Include when granting exclusive rights for specific territories or products

6. Product Training: Required when specific product knowledge or training is necessary

7. Warranty Handling: Include when consignee handles warranty claims

8. Sub-consignment Rights: Include when sub-consignment arrangements are permitted

What schedules should be included in a Consignment Sales Agreement?

1. Schedule 1 - Product List: Detailed list of consignment products with specifications and pricing

2. Schedule 2 - Commission Structure: Detailed breakdown of commission rates and calculation methods

3. Schedule 3 - Territory Definition: Definition of geographic areas covered by the agreement

4. Schedule 4 - Reporting Templates: Standard forms for inventory and sales reporting

5. Schedule 5 - Storage Requirements: Specific requirements for storage and handling of goods

6. Appendix A - Operating Procedures: Detailed procedures for day-to-day operations

7. Appendix B - Returns Policy: Procedures and conditions for returns and exchanges

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Germany

Publisher

Genie AI

Document Type

Sales Agreement

Sector

Sales

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Retail

Manufacturing

Fashion and Apparel

Art and Luxury Goods

Industrial Equipment

Consumer Electronics

Automotive Parts

Furniture and Home Goods

Sporting Goods

Books and Publishing

Jewelry and Accessories

Relevant Teams

Legal

Sales

Operations

Finance

Supply Chain

Procurement

Compliance

Business Development

Retail Operations

Inventory Management

Relevant Roles

Commercial Director

Sales Manager

Inventory Manager

Legal Counsel

Business Development Manager

Operations Director

Finance Manager

Retail Operations Manager

Supply Chain Manager

Compliance Officer

Procurement Manager

Contract Administrator

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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