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The Dealer Sales Contract is a fundamental commercial agreement used to establish and regulate the relationship between manufacturers/suppliers and their authorized dealers in Germany. This contract type is essential for businesses implementing a structured distribution network and requires careful consideration of German commercial law, including the BGB and HGB, as well as EU competition regulations. The document typically includes detailed provisions on territory rights, performance targets, ordering procedures, pricing structures, and brand representation requirements. It's particularly important for companies expanding their distribution network in Germany or restructuring existing dealer relationships, as it provides the legal framework for long-term commercial partnerships while ensuring compliance with local regulatory requirements.

1. Parties: Identification of the manufacturer/supplier and the dealer, including full legal names and addresses

2. Background: Context of the agreement, business relationship, and general intent of the parties

3. Definitions: Key terms used throughout the agreement, including Products, Territory, and other specific terms

4. Appointment and Territory: Scope of dealer appointment, territory definition, and exclusivity/non-exclusivity provisions

5. Dealer Obligations: Core responsibilities including sales targets, marketing, staff training, and customer service standards

6. Supplier Obligations: Support, training, and product supply commitments from the supplier

7. Ordering and Delivery: Process for ordering products, delivery terms, and acceptance procedures

8. Prices and Payment Terms: Pricing structure, payment conditions, and any volume-based incentives

9. Intellectual Property Rights: Usage rights for trademarks, logos, and other IP in the course of business

10. Confidentiality: Protection of business secrets and confidential information

11. Term and Termination: Duration of agreement, renewal provisions, and termination rights

12. Post-Termination Obligations: Obligations and procedures following contract termination

13. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes