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Commercial Contract for Germany

Commercial Contract Template for Germany

This is a comprehensive commercial contract governed by German law, structured to comply with the German Civil Code (BGB) and Commercial Code (HGB). It establishes the terms and conditions for business relationships between commercial entities, covering essential elements such as service/product delivery, payment terms, liability provisions, and termination rights. The document incorporates specific German legal requirements, including standard business terms regulations (AGB-Recht) and considers EU regulations where applicable. It provides a legally sound framework for business transactions while offering flexibility to accommodate various commercial arrangements.

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Commercial Contract

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What is a Commercial Contract?

The Commercial Contract template is designed for business-to-business transactions under German law, providing a robust framework for commercial relationships between merchants (Kaufleute) as defined in the German Commercial Code (HGB). This document is particularly useful when establishing ongoing business relationships, supply arrangements, or service provisions between commercial entities. It incorporates mandatory provisions required under German law while maintaining flexibility to accommodate specific business needs. The contract template ensures compliance with both the German Civil Code (BGB) and Commercial Code (HGB), including specific provisions for standard business terms (AGB-Recht) and commercial customs (Handelsbräuche). It's structured to address key commercial terms, risk allocation, and dispute resolution while considering German-specific legal requirements and business practices.

What sections should be included in a Commercial Contract?

1. Parties: Identification of contracting parties including full legal names, legal form, registration numbers, and addresses

2. Background: Context of the agreement and brief description of the parties' intentions

3. Definitions: Definitions of key terms used throughout the agreement

4. Subject Matter of Contract: Clear description of goods/services being provided or rights being granted

5. Scope of Services/Deliverables: Detailed description of what is to be provided under the contract

6. Payment Terms: Price, payment schedule, invoicing requirements, and payment methods

7. Duration and Termination: Contract term, renewal provisions, and termination rights

8. Rights and Obligations: Core responsibilities and rights of each party

9. Warranties and Representations: Standard warranties and representations under German law

10. Liability and Limitation of Liability: Scope of liability and any limitations in accordance with German law

11. Force Majeure: Provisions for unforeseen circumstances preventing contract performance

12. Confidentiality: Protection of confidential information and trade secrets

13. Applicable Law and Jurisdiction: Confirmation of German law application and jurisdiction

14. Severability Clause: Standard salvatory clause (Salvatorische Klausel) required under German law

15. Entire Agreement: Integration clause confirming complete agreement between parties

16. Execution: Signature blocks and execution requirements

What sections are optional to include in a Commercial Contract?

1. Data Protection: Required if personal data is processed under the contract (GDPR compliance)

2. Intellectual Property Rights: Include when IP rights are being transferred or licensed

3. Non-Competition: Include when parties agree not to compete in specific areas

4. Insurance: Include when specific insurance coverage is required

5. Compliance with Laws: Include for regulated industries or specific compliance requirements

6. Assignment and Subcontracting: Include when transfer rights or subcontracting needs to be addressed

7. Change Management: Include for long-term or complex service contracts

8. Quality Assurance: Include when specific quality standards must be met

9. Audit Rights: Include when one party needs right to audit the other's performance

10. Personnel: Include when specific personnel requirements or qualifications are necessary

What schedules should be included in a Commercial Contract?

1. Schedule 1 - Service Level Agreement: Detailed performance metrics and service levels

2. Schedule 2 - Pricing Schedule: Detailed pricing information, rate cards, and payment terms

3. Schedule 3 - Technical Specifications: Detailed technical requirements or specifications

4. Schedule 4 - Data Processing Agreement: Required GDPR compliance details if personal data is processed

5. Schedule 5 - Key Personnel: List of key personnel and their roles/responsibilities

6. Appendix A - Contract Products/Services: Detailed list of products or services covered by the contract

7. Appendix B - Form of Change Order: Template for documenting agreed changes to scope

8. Appendix C - Security Requirements: Specific security protocols and requirements

9. Appendix D - Acceptance Testing Procedures: Procedures for accepting deliverables

10. Appendix E - Required Insurance Coverage: Detailed insurance requirements and coverage levels

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Germany

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions









































Clauses














































Relevant Industries

Manufacturing

Technology

Retail

Wholesale

Professional Services

Logistics

Construction

Energy

Healthcare

Financial Services

Telecommunications

Automotive

Chemical Industry

Food and Beverage

Real Estate

Relevant Teams

Legal

Procurement

Commercial

Sales

Operations

Compliance

Finance

Business Development

Risk Management

Contract Administration

Relevant Roles

Legal Counsel

Contract Manager

Commercial Director

Procurement Manager

Business Development Manager

Chief Legal Officer

Operations Director

Sales Director

Risk Manager

Compliance Officer

General Manager

Chief Executive Officer

Chief Financial Officer

Project Manager

Account Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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