A manufacturer or wholesaler that sells goods to business customers in Germany needs terms of sale and delivery that work under German law. German law controls standard terms even between businesses. A limitation of liability that excludes gross negligence, a clause that shortens the warranty period below one year for new goods, or an unlimited retention of title are void under § 307 BGB, and the German customer’s purchasing terms will try to displace yours in the battle of forms. We draft terms of sale and delivery for a fixed fee of 1,500 EUR.
What the fixed fee of 1,500 EUR covers
The terms of sale and delivery with the clauses on offer and acceptance, prices and payment, delivery and passage of risk, retention of title in the extended form German law allows, warranty and liability within the limits of § 309 Nr. 7 BGB as applied to businesses, force majeure, export control, applicable law and jurisdiction. The texts are delivered in English and German, ready to publish. We check the integration into your quotations, order confirmations and framework agreements, and the defence against the customer’s conflicting terms, because terms that are not validly included are not part of the contract under § 305 Abs. 2 BGB. One round of revisions after your comments is included, and as attorneys we are liable for the result.
What you should know
Between businesses a foreign company may choose its home law and a court or arbitration at home. German customers often refuse this, and a German court will apply German law to the question whether the terms were validly included at all. The retention of title is the most valuable clause German law offers a seller and is unknown in many other legal systems, we draft it so that it survives resale and processing of the goods. The UN Sales Convention (CISG) applies to international sales of goods unless excluded, and whether to exclude it is a decision we take with you.
Not included
Terms for consumers, see the online shop package, and individually negotiated supply or distribution agreements, which we draft by time or at a fixed fee quoted in advance. The privacy policy and legal notice for your website are covered by the website privacy compliance package, reduced to 150 EUR when ordered together.
Prices are net attorney fees. For business clients outside Germany no German VAT is added.
How to instruct us
Send us the details through the form below. You will receive our confirmation and, where required, our questions in English within one working day. We correspond in English throughout the mandate.
The German-language description of this offer, written for clients in Germany, Austria and Switzerland, is available at AGB für den Handel B2B. Please note that this link takes you to our German website matutis.de. You do not have to use it, everything you need to instruct us for the B2B trade terms is on this page, and you are welcome to write to us in English at any time.