Supply And Service Agreement Template for Germany

A Supply And Service Agreement is a comprehensive contract that governs business relationships where one party provides both tangible products and related services to another. Under German law, this hybrid agreement combines elements from both sales contracts (Kaufvertrag) and service contracts (Dienstvertrag), creating a unified framework for complex commercial arrangements that require both product delivery and ongoing service provision.

When do you need this document?

You need a Supply And Service Agreement when your business arrangement involves both product delivery and associated services that are integral to the commercial relationship. This is common in technology implementations where software or equipment comes with installation, training, and maintenance services. Manufacturing partnerships often require this agreement when suppliers provide both components and technical support. Industrial equipment suppliers typically use these agreements when delivering machinery along with commissioning, training, and ongoing maintenance services. The agreement is also essential for distributors who provide both products and value-added services like customization, integration, or customer support to their clients.

Key legal considerations

Your agreement must clearly distinguish between supply and service obligations, as different legal principles apply to each component under German law. Product liability provisions must comply with German product liability laws, while service obligations are governed by different performance standards and warranty requirements. Payment terms should specify separate pricing for goods and services, as this affects VAT treatment and accounting requirements. Include detailed specifications for both products and service level agreements, as German courts require precision in contractual terms. Consider limitation of liability clauses carefully, as German law restricts the ability to exclude liability for certain types of damages. Intellectual property rights must be clearly allocated, particularly for any modifications or customizations performed as part of the service component.

Legal requirements in Germany

Under the German Civil Code (BGB), your agreement must comply with general contract formation requirements and specific provisions for both sales (§§ 433-453 BGB) and service contracts (§§ 611-630 BGB). If you're using standard terms and conditions, they must comply with AGB-Recht (§§ 305-310 BGB), which imposes strict requirements on general terms in B2B contracts. Commercial parties must also consider the German Commercial Code (HGB) provisions that govern merchant-to-merchant transactions. Your agreement should include proper warranty provisions that comply with German statutory warranty periods, which differ for goods versus services. For international supply chains, consider how German conflict of laws rules may interact with foreign elements of your agreement. Data protection clauses must comply with GDPR requirements if personal data processing occurs during service delivery.