Products & Services – Drafting and negotiating commercial contracts and service agreements

Well-drafted general terms and conditions of sale (GTC) or purchase (GTP) are essential for building reliable commercial relationships and reducing legal risks.

Our contract and GTC law specialists review your existing documents or prepare custom general terms for you that are fully compliant with French, German, and EU law.

A well-drafted service agreement is essential for avoiding misunderstandings and disputes between the parties involved. It should clearly define the scope of services, delivery deadlines, payment terms, liability levels, and termination conditions.

Our contract law experts can review your existing agreements or draft customized contracts tailored to your operational needs and industry sector.

Offers, order confirmations, and invoices are all essential documents in commercial transactions that carry significant legal implications. Vague or incorrect wording can quickly lead to disputes.

Our lawyers specializing in international commercial law can advise you on ensuring the legal compliance of these documents, from drafting binding offers to correctly presenting prices, payment terms, and service details.

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.

In order to ensure free and fair competition between companies, contracts must comply with competition law principles. Certain sensitive clauses, such as exclusivity obligations, non-competition clauses, and price-fixing clauses, are only permitted under specific conditions. Our competition law specialists analyze your contracts to identify potential legal risks. They will help you draft clauses that comply with French, German, and European competition laws.

A commercial relationship that has been established may be considered abusively terminated if it ends suddenly and without legitimate reason or reasonable notice. This type of termination may result in claims for compensation from the excluded partner.

Our lawyers will assess the risk of wrongful termination in your current commercial relationships and work with you to develop a secure strategy for terminating partnerships in a compliant manner or preventing potential disputes.

Numerous legal obligations apply to online sales (e-commerce), particularly with regard to consumer rights, information requirements, terms and conditions of sale, and the right of withdrawal. Errors in website design, GTC drafting, or mandatory information presentation may result in penalties, such as formal notices or fines.

Our lawyers specializing in competition and digital law can help you legally structure your e-commerce business while taking into account the French, German, and European legal frameworks.

The general terms and conditions of sale (GTC) for an e-commerce business must be comprehensive, clear, and legally sound. These terms should cover essential aspects such as ordering, delivery, payment, cancellation rights, and data protection. They establish the legal basis for every online transaction.

In an international context, precision and compliance with applicable laws are paramount. Our lawyers specializing in international commercial law can help you draft legally secure and practical GTCs tailored to your e-commerce processes and fully compliant with applicable legislation.

E-commerce involves collecting and processing large amounts of personal data at various stages, such as creating customer accounts, processing online payments, organizing deliveries, and sending newsletters. The General Data Protection Regulation (GDPR) imposes strict obligations, such as providing transparent user information, obtaining clear and specific consent, ensuring secure data processing, and implementing appropriate technical and organizational measures.

Compliant legal notices, a comprehensive privacy policy, and secure internal processes are essential for ensuring compliance. Our lawyers can help align your digital operations with GDPR requirements in both the French and German contexts.

Manufacturers and distributors are liable when their products have safety defects that cause personal injury or property damage. Such defects may result from design flaws, defective materials, or inadequate instructions. Statutory warranties may also apply if the product does not match its promised characteristics.

Our lawyers in France and Germany can help you anticipate risks, ensure that your products meet safety standards, and protect your interests in the event of a dispute.

In the European Union, consumers are entitled to a two-year statutory warranty on new products, which covers any defects that existed at the time of purchase. Additionally, product liability rules allow for compensation in the event of damage caused by a safety defect.

Our lawyers can advise you on complying with legal obligations, drafting clear warranty terms, and anticipating liability risks. For B2B transactions, this warranty period may be reduced to one year by contract.

If a defect is identified after delivery, it is crucial to respond promptly and verify the applicable legal obligations. Legal guidance can help you assess liability risks and determine an appropriate response.

Our French and German lawyers can help you manage these sensitive situations effectively, leveraging their cross-border expertise to minimize legal and financial consequences.

Product recalls can arise unexpectedly and carry significant financial, legal, and reputational consequences. Therefore, it is crucial to have clear legal, organizational, and communication processes in place.

Our lawyers can help you develop recall strategies, secure contractual arrangements with your partners, and establish effective internal procedures.

Determining liability in supply chains is not always straightforward. When a defect occurs or legal due diligence obligations are breached, it must be determined whether the manufacturer, supplier, distributor, or importer is responsible. French, German, and EU law provide specific rules for product liability, contractual liability, tort liability, and, increasingly, corporate due diligence obligations in global supply chains.

Our lawyers analyze your commercial relationships, help draft legally secure contracts with clear responsibility allocations, and support you in disputes, whether challenging unfounded claims or asserting your rights within the supply chain.

Limiting liability is a common provision in commercial contracts, whether for product sales or service agreements. In business-to-business (B2B) transactions, contractual liability can generally be freely arranged, provided that mandatory legal rules are respected. Nevertheless, it is essential to draft clear, balanced, and legally valid clauses, especially in cases of gross negligence or intentional misconduct. In B2C, however, the possibilities for limitation are much more restricted. Consumer protection law prohibits clauses that unjustifiably reduce consumers’ statutory rights, especially those related to statutory warranties or liability for defects.

Our lawyers can advise you on drafting secure liability limitation clauses tailored to your industry and distribution model that comply with French, German, and EU law.

In the event of a breach of contract or noncompliance, a business is obligated to fulfill its contractual obligations properly. If the delivered service or product differs from what was agreed upon – for example, if there is late delivery, defective goods, or incomplete service – the contractual partner may claim damages, repairs, a price reduction, or termination of the contract. In B2B, liability is generally defined by the contract and may include limitation clauses if they are clear, balanced, and compliant with applicable law. In B2C, consumer law imposes strict rules in favor of consumers, particularly regarding the statutory warranty of conformity.

Our lawyers can help you prevent legal risks, draft secure contracts, and manage disputes relating to breaches or defects in compliance.

Protecting a trademark requires an in-depth understanding of national and European procedures and regulations. When operating in multiple jurisdictions, such as France, Germany, or the European Union, it is crucial to understand the legal differences and specific registration systems of each.

Our lawyers specializing in intellectual property have extensive expertise in the applicable rules of each jurisdiction. They can assist you with trademark clearance searches, national and European registrations (INPI in France, DPMA in Germany, and EUIPO at the EU level), and the strategic management of your trademark portfolio to ensure long-term protection.

If you experience trademark infringement, such as unauthorized use, imitation, or counterfeiting, it is crucial to act promptly to protect your rights and minimize legal and commercial consequences.

Our lawyers specializing in trademarks can assist you at every stage, from gathering evidence and sending cease-and-desist letters to initiating legal proceedings in France, Germany, and throughout Europe. With our experience in cross-border litigation, we ensure that your rights are fully recognized and protected.

Protecting a patent or strategic trade secrets requires a rigorous approach that combines legal expertise, foresight, and knowledge of national and European systems. Every step, from defining a protection strategy to registering rights and safeguarding confidentiality, must be carefully managed.

Our experienced lawyers, who are well-versed in French and German law, will guide you through the entire process, including selecting the appropriate protection mechanisms, filing patents with the relevant offices in Germany, France, or Europe, implementing confidentiality agreements, and safeguarding your know-how in partnerships through contractual agreements. Thanks to our expertise in both French and German law, we can help you secure your intangible assets in the long term.