Sales And Distribution Agreement for Germany

Sales And Distribution Agreement Template for Germany

A comprehensive legal agreement governed by German law that establishes the terms and conditions under which a supplier appoints a distributor to sell and distribute specified products within a defined territory. The agreement covers key aspects including appointment terms, territory rights, ordering processes, pricing, intellectual property rights, and compliance with German commercial law (HGB) and EU regulations. It includes specific provisions required under German law regarding commercial relationships, competition rules, and contractual obligations, while addressing both parties' rights and responsibilities in accordance with German legal requirements.

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What is a Sales And Distribution Agreement?

The Sales and Distribution Agreement is essential for businesses looking to expand their distribution networks in Germany and potentially across the EU. This document is typically used when a manufacturer or supplier wants to appoint a distributor to sell their products in a specific territory, establishing a formal commercial relationship under German law. The agreement must comply with German Commercial Code (HGB), competition laws, and EU regulations, particularly regarding vertical agreements. It covers crucial elements such as exclusivity rights, minimum purchase requirements, product handling, quality standards, and intellectual property protection. The document is structured to provide clear guidelines on the commercial relationship while ensuring compliance with mandatory German legal requirements, including specific provisions for commercial agents and distribution relationships.

What sections should be included in a Sales And Distribution Agreement?

1. Parties: Identification and details of the supplier and distributor, including registered addresses and company registration numbers

2. Background: Context of the agreement, including supplier's business, products, and intention to appoint distributor

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

4. Appointment and Territory: Terms of distributor appointment, exclusivity status, and defined territory

5. Products: Description of products covered by the agreement and process for adding/removing products

6. Orders and Delivery: Process for ordering, minimum orders, delivery terms, and acceptance procedures

7. Prices and Payment: Pricing structure, payment terms, invoicing, and currency provisions

8. Obligations of the Supplier: Supplier's duties including product supply, support, and training

9. Obligations of the Distributor: Distributor's duties including marketing, sales targets, and reporting requirements

10. Intellectual Property Rights: Protection and usage of trademarks, patents, and other IP

11. Confidentiality: Protection of confidential information and trade secrets

12. Term and Termination: Duration of agreement, renewal terms, and termination provisions

13. Post-Termination: Rights and obligations after termination, including handling of inventory

14. General Provisions: Standard clauses including force majeure, notices, and entire agreement

What sections are optional to include in a Sales And Distribution Agreement?

1. Non-Competition: Restrictions on distributor's ability to sell competing products. Include when exclusivity is important

2. Marketing and Promotion: Detailed marketing requirements and cost sharing. Include when specific marketing commitments are needed

3. Training and Support: Detailed provisions for product training and technical support. Include for complex products

4. Insurance: Specific insurance requirements. Include for high-value or high-risk products

5. Data Protection: GDPR compliance provisions. Include when personal data processing is involved

6. Compliance with Laws: Specific regulatory compliance requirements. Include for regulated products

7. Bank Guarantee: Requirements for financial security. Include when credit risk is a concern

8. Sub-distributors: Rights and conditions for appointing sub-distributors. Include when sub-distribution is permitted

What schedules should be included in a Sales And Distribution Agreement?

1. Schedule 1 - Products: Detailed list of products, specifications, and prices

2. Schedule 2 - Territory: Detailed description of geographical territory and any exclusions

3. Schedule 3 - Minimum Purchase Requirements: Annual or quarterly minimum purchase quantities or values

4. Schedule 4 - Technical Requirements: Product storage, handling, and service requirements

5. Schedule 5 - Trademark Usage Guidelines: Rules for using supplier's trademarks and branding

6. Schedule 6 - Service Level Agreement: Performance metrics and service standards

7. Schedule 7 - Commission Structure: Detailed commission calculations and payment terms

8. Appendix A - Reporting Templates: Standard forms for sales reports and forecasts

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

Manufacturing

Consumer Goods

Industrial Equipment

Electronics

Automotive

Chemical

Pharmaceutical

Food and Beverage

Software and Technology

Medical Devices

Retail

Luxury Goods

Construction Materials

Telecommunications

Relevant Teams

Legal

Sales

Commercial

Business Development

Supply Chain

Operations

Compliance

International Business

Distribution

Procurement

Channel Management

Relevant Roles

Chief Executive Officer

Commercial Director

Sales Director

Business Development Manager

Head of Distribution

Legal Counsel

Contract Manager

Supply Chain Manager

Regional Sales Manager

Channel Manager

Procurement Manager

Operations Director

Compliance Officer

International Business Manager

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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