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Distributorship Contract for Germany

Distributorship Contract Template for Germany

A comprehensive legal agreement governed by German law that establishes and regulates the commercial relationship between a supplier/manufacturer and a distributor. The agreement defines the terms under which the distributor will purchase, market, and sell the supplier's products within a specified territory. It incorporates essential elements of German commercial law, including provisions from the German Civil Code (BGB) and Commercial Code (HGB), while ensuring compliance with EU competition laws and regulations. The document outlines rights, obligations, territorial restrictions, pricing mechanisms, and termination provisions specific to the German market.

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What is a Distributorship Contract?

The Distributorship Contract is essential for businesses seeking to establish a formal distribution network in Germany or with German partners. This document is particularly crucial when a manufacturer or supplier wants to expand their market presence through third-party distributors while maintaining control over how their products are sold and marketed. The agreement must comply with German legal requirements, including the German Civil Code (BGB), Commercial Code (HGB), and EU competition laws. It typically includes detailed provisions on territory rights, minimum purchase requirements, performance targets, and brand protection measures. The contract is designed to create a clear framework for the ongoing business relationship while providing adequate protection for both parties under German law.

What sections should be included in a Distributorship Contract?

1. Parties: Identification and details of the supplier and distributor

2. Background: Context of the distribution relationship and purpose of the agreement

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

4. Appointment and Territory: Scope of distributor appointment and defined territory

5. Nature of Relationship: Clarification of independent contractor status and relationship between parties

6. Distributor Obligations: Core responsibilities including marketing, minimum purchase requirements, and reporting obligations

7. Supplier Obligations: Support, supply commitments, and training obligations

8. Ordering and Delivery: Process for ordering products, delivery terms, and acceptance procedures

9. Prices and Payment: Pricing structure, payment terms, and invoice procedures

10. Intellectual Property Rights: Usage rights for trademarks, logos, and other IP

11. Confidentiality: Protection of confidential information and trade secrets

12. Term and Termination: Duration, renewal, and termination provisions

13. Post-Termination: Obligations and rights after contract termination

14. Governing Law and Jurisdiction: Application of German law and jurisdiction for disputes

What sections are optional to include in a Distributorship Contract?

1. Exclusivity: Used when granting exclusive distribution rights in the territory

2. Performance Targets: Include when specific sales targets or KPIs are required

3. Marketing and Promotion: Detailed marketing obligations and cost-sharing arrangements

4. Training Requirements: Specific training obligations for technical or complex products

5. Product Warranties: Extended warranty terms beyond statutory requirements

6. Insurance Requirements: Specific insurance coverage requirements

7. Data Protection: Detailed GDPR compliance provisions if personal data is processed

8. Non-Competition: Post-termination competition restrictions (subject to strict German law requirements)

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

What schedules should be included in a Distributorship Contract?

1. Schedule 1: Products: List of products covered by the distribution agreement

2. Schedule 2: Territory: Detailed description of geographical territory and any excluded areas

3. Schedule 3: Prices and Discount Structure: Current price lists and applicable discount schemes

4. Schedule 4: Minimum Purchase Requirements: Specified minimum purchase quantities or values

5. Schedule 5: Technical Requirements: Product storage, handling, and technical specifications

6. Schedule 6: Reporting Templates: Standard forms for regular reporting requirements

7. Schedule 7: Service Level Requirements: Detailed service levels and performance metrics

8. Appendix A: Trademark Usage Guidelines: Guidelines for use of supplier's trademarks and branding

Authors

Alex Denne

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

Jurisdiction

Germany

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions








































Clauses





































Relevant Industries

Manufacturing

Automotive

Consumer Goods

Electronics

Industrial Equipment

Pharmaceuticals

Food and Beverage

Chemical

Machinery

Medical Devices

Software and Technology

Luxury Goods

Construction Materials

Telecommunications

Relevant Teams

Legal

Sales

Commercial

Business Development

Supply Chain

Operations

Procurement

Distribution

Compliance

Finance

International Trade

Relevant Roles

Chief Executive Officer

Commercial Director

Sales Director

Business Development Manager

Legal Counsel

Contract Manager

Supply Chain Manager

Distribution Manager

Regional Sales Manager

Procurement Manager

Operations Director

Channel Manager

General Counsel

Sales Operations 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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