International Commercial Contracts and Distribution Structures in Germany and France

In order to successfully enter the French or German markets, it is crucial to select a distribution strategy that aligns with your business needs. Options include franchising, exclusive distribution, commercial agency, and other contractual models. This decision should be guided by economic criteria and the specific legal frameworks of each country.

Our international contract and distribution law specialists advise you on selecting the most appropriate model for your business and draft solid, legally sound agreements to help you build a durable distribution network that complies with French and/or German law.

A commercial agent acts as an intermediary, connecting sellers with clients in exchange for a commission. However, they are not part of the contractual supply chain. In other words, sales are made directly between the company and its foreign business clients.

This model enables companies to develop their own client base abroad with the help of commercial agents. When the agent’s contract ends, they may be entitled to compensation under European law.

Selecting the applicable law is crucial. For instance, French law typically provides significantly higher compensation than German law in the event of a commercial agent’s contract termination.
In contrast, a distributor purchases products from the company to resell abroad, thereby becoming part of the supply chain (e.g., as an exporter or importer). Distributors do not receive a commission and are not entitled to compensation upon termination of the contract, unlike commercial agents. Our commercial law experts can help you clearly understand these distinctions.

International supply chains are inherently complex and vulnerable to legal, logistical, and regulatory risks. Ensuring their reliability requires anticipating potential challenges and relying on a robust contractual framework.

Our lawyers specializing in international commercial law assist you with contractual management, legal risk assessment, and securing your delivery relationships to guarantee smooth, compliant, and sustainable global supply processes.

Enacted on April 11, 1980, the United Nations Convention on Contracts for the International Sale of Goods (CISG) enables companies to submit their cross-border sales contracts to a uniform set of rules that are now in force in more than 80 countries.

This eliminates the need to choose between the seller’s or the buyer’s national law, greatly simplifying contract negotiations. The CISG offers considerable flexibility, allowing parties to customize contract clauses, especially those concerning the limitation or exclusion of liability, which is valuable when negotiating with foreign partners.

Ideally, CISG law should be used in all international sales contracts, including GTCs, framework agreements, and one-off purchase orders, as it contributes to lasting legal security. In most cases, it is not necessary to explicitly mention the CISG because it applies automatically unless the parties expressly exclude it. For maximum legal certainty, we recommend supplementing contracts with a jurisdiction or arbitration clause that meets international standards.

Our international commercial law attorneys can guide you through this process.

International trade in goods is subject to a dense and complex regulatory framework. Companies that import or export must ensure their processes comply with applicable national, European, and international customs requirements.

Our international contract law attorneys can help you implement compliant procedures, structure your customs documentation, and manage your obligations, particularly in the French-German and broader European contexts.

General terms and conditions of export are essential for regulating international sales and limiting legal risks. Poorly drafted or incomplete terms can lead to costly disputes and complicate contract performance abroad.

Our international commercial law firm can assist you in drafting or revising your general terms and conditions of export to ensure compliance with French, German, and international law.

The greater contractual flexibility in international trade allows you to adapt contractual clauses strategically and negotiate liability issues more effectively. This strengthens the long-term legal security of your trade.