1. Digitalization and Commercial Transactions

Digital technologies are reshaping how businesses operate and contract:

• Smart Contracts: The use of blockchain-based contracts will challenge traditional contract law principles. Legal frameworks may adapt to include formal definitions and enforceability criteria for automated contracts.
• E-Commerce and Platform Economy: Increased regulation of online platforms (e.g., marketplaces, B2B platforms) is expected, especially concerning transparency, competition, and consumer rights.

2. Sustainability and ESG Compliance

• Green Corporate Governance: Companies are facing mounting pressure to integrate Environmental, Social, and Governance (ESG) principles into their operations. Commercial law will likely include stronger disclosure requirements and obligations related to supply chains (cf. the German Supply Chain Due Diligence Act).
• Contractual ESG Clauses: Sustainability obligations will increasingly become standard in commercial contracts, potentially leading to new categories of contract breach.

3. European Legal Harmonization

• EU Directives and Regulations: German commercial law will continue to align with EU initiatives, such as the Digital Services Act, Corporate Sustainability Reporting Directive (CSRD), and possible harmonization in contract and company law.
• Cross-border Business Law: Unified rules for digital products, insolvency procedures, and jurisdiction will shape the commercial legal environment.

4. Corporate Compliance and Liability

• Corporate Sanctions Law: Expected developments include stricter corporate liability regimes and the introduction of corporate criminal liability, especially in cases of fraud, corruption, and human rights violations.
• Whistleblower Protection: Compliance frameworks will adapt to mandatory internal reporting systems under the EU Whistleblower Directive.

5. Innovation and Commercial Disputes

• Digital Litigation & Arbitration: Technology-driven dispute resolution (e.g., online arbitration platforms, AI-assisted case analysis) will become more prominent, increasing speed and accessibility in commercial litigation.
• Legal Tech in Commercial Law Practice: Law firms and businesses are integrating AI and automation tools for contract analysis, compliance monitoring, and risk management.

German commercial law is moving toward a more digital, sustainable, and transnational framework. Legislators and legal practitioners will need to balance innovation with legal certainty, ensuring that commercial regulation keeps pace with evolving business models and international standards.

But are those really all the same terms? What shall you unterstand by each of those individual terms? Which legal differences shall you be informed about?

If you are talking about  an enterprise you will have to do with the legal framework for the provision of services of a certain business. This latter is popularly used but in fact it only describes the place in which the goods offered by a certain company are produced or the services are provided. A company represents the legally protected name of the enterprise, which is – almost always –  registered in the company register.

Are you planning to register your own company? Make sure to have the right legal framework that works better for your enterprise idea, serve your business goals and secure your company. Contact us. We are the corporate law attorneys you were looking for. 

Economic or corporate criminal law is the collective term for all criminal provisions that criminalise offences in the area of the economy. It is the state’s response to economic crime and it serves to protect the structure of the economic constitution in Germany.

Since the beginning of the 1990s the term has been used with increasing intensity in jurisprudence, legal reality and the public.

The term “economic criminal law” is not defined by law.

The first Economic Criminal Law of 1949 introduced the administrative offences instead of criminal offences, reduced the influence of the administrative authorities, in whose hands until then had often been the control of the economy through regulatory criminal power.

Section 74c of the Courts Constitution Act regulates the jurisdiction of the Economic Criminal Chamber at a regional court.

Which kind of criminal activities are we talking about?

• Fraud
• Corruption
• Insolvency offences
• Criminal tax law
• Infidelity
• Theft of intellectual property
• Infringements of the law on the protection of business secrets
  Offences against the Foreign Trade and Payments Act

Corporate criminal law deals with the criminal liability of legal persons and associations of persons. Do you want to learn more about this topic?

Make sure to send us an e-mail, describe us your case and we will get back to you as soon as possible. Contact us.

The most important legal source of commercial law is the Commercial Code (HGB). In addition, the general provisions of the German Civil Code (BGB) also apply.

The Commercial Code comprises a total of five books and is structured as follows:

Book I (§§ 1-104a HGB) includes, among other things, regulations for merchants, the commercial register and the trading company, as well as provisions for commercial agents, and regarding procuration and powers of attorney.

Book II (§§ 105-237 HGB) deals with the definition and formulation of legal norms for trading companies such as the general partnership (oHG) or the limited partnership (KG) and silent partnerships.

Book III (§§ 238-342e HGB) contains regulations concerning commercial books and regulations on accounting.

Book IV (§§ 343-475h HGB) defines the general provisions of commercial transactions and at the same time contains provisions for certain types of commercial transactions such as forwarding business, warehousing business and freight business.

Book V (§§ 476-619 HGB) regulates maritime trade.

Commercial Law is what we care about. OUR ATTORNEYS ARE SPECIALIZED. Contact us. 

General terms and conditions (GTC) are all pre-formulated contractual terms for a number of contracts which one contracting party (user) provides to the other contracting party when concluding a contract, according to section 305 (1) sentence 1 of the German Civil Code (BGB). GTCs are therefore unilaterally stipulated regulations by one contracting party which are used for several contracts. They are part of the respective contract. The legal regulations are found in sections 305 to 310 BGB.

Individual contract clauses are to be distinguished from GTC. These are contractual provisions negotiated between the contracting parties on a case-by-case basis, which are therefore not unilaterally prescribed by one of the contracting parties. Individual contract clauses take precedence over GTC pursuant to Section 305b BGB.

General terms and conditions are copyrighted texts that may not be used without the author’s permission. It is therefore not permissible to adopt other people’s GTCs without permission.

There is no obligation to use GTCs. Neither in business-to-consumer (B2C) nor in business-to-business (B2B) contracts is there a general obligation to use GTCs. Rather, GTCs serve to simplify and accelerate contracts and their conclusion, since the contractual provisions do not have to be negotiated individually for each contract. In the area of websites and online shops, however, the use of GTC is strongly recommended in order to fulfil information obligations towards consumers (e.g. revocation instructions).

As a rule, GTCs are drawn up by attorneys/legal experts for the specific facts of life and the contractual constellation. In complex constellations, it is urgently recommended to commission your favorite legal team in order to do justice to the facts of life and to obtain legally secure GTCs. Contact us. Horak. Attorneys-at-law it the legal support you need. 

BGH, Judgement from 20.10.2021 – I ZR 17/21

Facts of the case

The plaintiff is a consumer protection association registered in the list of qualified entities within the meaning of Section 8 (3) no. 4 UWG. The defendant is a debt collection agency. It sent out in June 2018, on behalf of T. G. GmbH & Co. KG (T. ) the demand for payment submitted as Annex K3 for an amount of € 635.07 to  Z. . The reason for the demand is stated there: “Mobile phone contract dated 01.11.2017 (tel. no. +49 )”.

The underlying contract was concluded with T. using the name and a previous address of the witness Z.. No contract however was agreed between Z. herself and T. After two demands for payment sent by the defendant to the witness’s former address had been returned as undeliverable, the defendant determined the witness’s new address and sent the disputed demand for payment to this address. The witness did not respond to this. She lodged an objection against a reminder notice that was subsequently sent to her. Following a corresponding complaint by the witness to the plaintiff, the plaintiff sent the defendant a reminder without success.

The plaintiff applied for an injunction against the defendant, threatening to impose an order for payment. However, Z is not aware of the contractual relationship between T and the stole identity signing a contract with Z contact data.

[… read more about this specific case]

According to the website “Statista.de” a survey made in Germany in 2019 with regard to the topic of identity theft on the internet illustrates that at the time of the survey, two percent of the respondents stated that they had experienced identity theft on the internet more than three times or had even been a victim of it.

Cases of stolen identities and unpleasant commercial law consequences are not so far from our everyday reality and could have been experience by many people. The key is to act on time, also when you are just suspecting such a case and then get the case analyzed by an expert. We are experts in media and commercial law. Contact us.

Are you facing legal problems concerning a similar case? Contact us. We now also offer online videoconferences. Rush! Book your first appointment! Stay safe. Offline as well as Online. “

The case: Offers on Amazon.de 

Amazon.de generally uses an algorithm to arbitrarily illustrate products, so that if for instance an unpacked printer cartridges is offered, this could appear to the possible buyers with the illustration of an originally packed cartridges. It is reasonable to expect traders to regularly check an offer that has been posted for a longer period of time to see whether infringing changes have been made. In principle, a trader could be expected to regularly check an offer that had been posted for a longer period of time to see whether infringing changes had been made.

In the present case, the defendant had failed to comply with this duty of examination in a reproachable manner. If the defendant had regularly checked its offer after it had been posted them, it would have noticed that not only the offer for unpackaged goods uploaded by it appeared next to its offer, but also the images of other traders. This should have been prompt to delete  – at least under this ASIN.

In the present case, an administrative fine of €500 was to paid by the defendant.

Have you received an administrative fine in Germany and you don’t feel like you have been treated fairly? Get in touch with us. We are here to help.

The responsibility is in this case on the seller. This delivers as soon as the goods have been provided to the buyer on the production site (warehouse, factory, etc.) without the goods being cleared for export and loaded onto a vehicle. This clause therefore constitutes the minimum obligation for the seller, whereby the buyer must bear all the costs and risks associated with the transport of the goods from the seller’s premises.

FCA = Free Carrier

The duties of the seller go one step further than the EXW clause. Compared to the EXW, the seller undertakes to hand over the goods at a defined cost to a carrier decided by the buyer at an agreed place. From this point on, the buyer bears the transport costs as well as the risk of transportation damages.

FAS = Free Alongside Ship

FAS belong to Rules for Sea and Inland Waterway Transport clauses. The seller delivers when the goods are placed alongside the vessel named by the buyer in the agreed port of shipment. Here, the cost and risk transition takes place.

FOB= Free on board

FOB is also a pure sea freight clause. The contractual obligation of the seller ends when the goods have been loaded in the named port on the ship named by the buyer. From this point on, the buyer bears the additional transport costs as well as the risk that the goods will be damaged during transport.

CFR = Cost & Freight

The clause CFR applies exclusively to maritime transport. Here, the seller bears the freight costs to the contractually agreed port of destination. The transfer of risk takes place as in the FOB clause in the port of shipment or on board of the ship. Neither the seller nor the buyer has an obligation to conclude an insurance contract, but it is in the interest of the buyer to provide insurance coverage.

CIF = Cost, Insurance and Freight

See CFR. In the CIF clause, the seller must also take out maritime transport insurance for the buyer’s risk of loss or damage during transport. Here, the buyer should note that the seller is only obliged to take out insurance with minimum cover.

CPT = Carriage Paid To

CPT has replaced the C&F and CFR terms for all shipping modes outside of non-containerized marine freight. However, it is used for all other types of transport. “Freight-free” here means that the seller bears the transport costs to the agreed destination. The transport risks already pass to the buyer as soon as the goods are handed over by the seller to the first carrier or forwarding agent in the country of dispatch. (For insurance coverage see CFR).

CIP = Carriage and Insurance Paid To

In contrast to the CPT clause, the seller is additionally obliged to take out transport insurance at his expense in favor of the buyer. The minimum cover is sufficient. All other provisions are determined in accordance with the CPT clause.

DAT = Delivered at Terminal

DAT obliges the seller to provide the goods unloaded at a terminal designated by the buyer. A terminal can be a quay, a warehouse, a container depot or a road, rail or air freight terminal. In this case, the information obligation of the buyer is of particular importance, as the terminal or a specific point of the terminal should be as accurate as possible. Only when the goods are unloaded at this point, risk and costs are transferred to the buyer.

DAP = Delivered at Place

The clause DAP means that the seller has to make the goods to be unloaded at the place of destination. Again, it is particularly important that the buyer defines the place as accurately as possible, since costs and risks up to this point are borne by the seller.

DDP = Delivered, Duty paid

This clause, virtually the equivalent of the EXW clause, includes the maximum possible obligation for the seller. The latter is obliged to provide the goods to the buyer at the place specified in the purchase contract (in the importing country). Freight charges, import duties and ancillary charges are borne by the seller. A transport insurance obligation is not included in the clause for sellers or buyers.