Contracts & trade
Standard terms can reduce transaction costs, but a clause that fails judicial review may leave the business relying on statutory rules. We draft and review purchasing, sales and service conditions for commercial use.
Scope of our advice
German control of standard terms applies in business-to-business transactions, although the regime differs from consumer contracts. Liability limitations, exclusions, penalties, price changes, retention of title and unilateral termination rights require particular attention.
What needs attention
Calling a clause “individually negotiated” does not establish that it was genuinely negotiated. The process, bargaining opportunities and evidence matter. Terms also need to become part of the contract at the right stage.
Making standard terms work in the sales process
The legal review begins with how an agreement is made: quotation, online checkout, purchase order, order confirmation or a negotiated master agreement. Terms need to be presented at the appropriate stage and linked to the correct version. Conflicting supplier and customer conditions require separate attention. We distinguish standard wording from genuinely negotiated provisions and examine whether the contract explains performance, acceptance and payment clearly enough for operational teams to follow it without relying on unwritten assumptions.
How the legal work is organised
Risk clauses are assessed together, because a liability cap may interact with warranty remedies, indemnities, service credits and insurance. We examine the losses covered, exclusions, claim procedures and the treatment of essential obligations. Commercially important protections also include suspension for non-payment, retention of title, change control and termination assistance. The outcome is not simply a marked-up PDF: it can include alternative negotiating positions, an approval matrix for departures and a practical incorporation process for sales or purchasing staff.
Four practical examples
Illustrative scenarios explaining typical legal issues; these are not statements about specific client mandates.
Liability cap
A software supplier proposes a blanket exclusion of all damages. We design a differentiated allocation of risk and consider mandatory liability and essential contractual duties.
Practical approach. The revised structure should address different categories of liability and avoid contradictory exclusions elsewhere in the contract. Insurance limits can inform negotiations, but do not determine whether a contractual limitation is valid.
Purchase-order terms
A buyer links its conditions only on the invoice. We review the contracting process and move incorporation to the quotation or order stage where appropriate.
Practical approach. Keep a record of the version supplied and the customer’s acceptance. Invoice wording can confirm an established agreement but should not be treated as a reliable substitute for agreeing terms before performance.
Contractual penalty
A logistics contract imposes an automatic penalty for every delay. We assess transparency, proportionality and the relationship to damages and performance obligations.
Practical approach. The assessment includes the trigger, calculation, aggregate exposure and whether the same incident also produces damages or service credits. A commercially meaningful cap needs to be tested against realistic patterns of breach.
Retention of title
A seller wants protection until payment. We align the clause with processing, resale, receivables and the customer’s insolvency exposure.
Practical approach. Check how goods are identified and whether they are processed, mixed or resold. The contractual protection must be matched with records and notification procedures that make it usable when payment problems arise.
Preparing the first discussion
Provide all versions currently in use, a sample quotation and order, online acceptance screens where relevant, and the main negotiated customer agreements. Explain the typical contract value, foreseeable losses and insurance arrangements. A clause suitable for a one-off sale may be inappropriate for a business-critical long-term service, even if both transactions are between companies.
Related expertise
Commercial contracts · Distribution & franchising · Commercial agents
Discuss your business matter
Tell us which parties and countries are involved, what you want to achieve and whether a deadline is approaching. We will clarify the scope, the appropriate legal team and the fee arrangements before work begins.
Reference: German Commercial Code. English translations of German legislation may lag behind the authoritative German text. Application depends on the facts and the relevant current law.