Trade & distribution

National and international trade in goods leads to a variety of legal relationships. A distinction must be made here between legal relationships concerning the purchase of goods where the seller and the buyer face each other and legal relationships in distribution law where the seller, who in many cases will also be the manufacturer of the goods, uses sales agents, in particular commercial agents, with the aim of concluding purchase contracts for goods. Sales through authorised dealers represent a mixture of both constellations.

1. Contracts for the sale of goods

In many branches of industry, contracts for the sale of goods are the most common type of contract. Many companies act both as buyers towards their own suppliers and as sellers towards their customers. Such contracts can be concluded for individual sales as well as long-term framework supply contracts. The German Commercial Code contains a number of special rules for contracts for the sale of goods. The United Nations Convention on the International Sale of Goods (CISG) applies in many cases to international contracts for the sale of goods.

2. Distribution

Distribution law regulates the legal relationships in the national and international sale of goods and services. Often, manufacturers and dealers avail themselves of the assistance of commercial agents for sales. In such cases, the legal relationship is characterised by the commercial agent representing the interests of the principal vis-à-vis third parties while at the same time endeavouring to assert his or her own interests vis-à-vis the principal, for example with regard to territorial protection or the commission to be paid. Not only in Germany and the EU, but also in many other countries there are strict legal frameworks for the protection of commercial agents, who may, for example, have an unalterable contractual right to compensation for the customer base they have acquired.

The interests are similar, but not identical in the event distribution takes place through an authorised dealer who, unlike a commercial agent, bears sales risk. It is also in the latter’s interest to be exposed to competition from other authorised dealers or the manufacturer itself only to a limited extent, within the limits permitted by cartel law. The authorised dealer may even be entitled to compensation claims in the event the authorised dealer relationship ends and the contractual partner of the authorised dealer benefits from the customer base acquired by the authorised dealer.

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