Distribution agreement in Germany: Template, Key Clauses and Local Law (2026)

What a distribution agreement is under German law A distribution agreement (Vertriebsvertrag, or for a dealer a Vertragshandlervertrag) is a contract where a supplier sells goods to a dealer, and the dealer resells them in its own name and for its own account. The dealer buys the stock and carries the resale risk. This differs from a commercial agent (Handelsvertreter), who does not buy the goods and is paid commission for finding customers. German law has no single statute for distribution agreements. Instead, two bodies of law shape every German distribution deal: the German courts' case law that applies the commercial agent rules to dealers by analogy, and EU competition law. ## What German law requires There is no dedicated distribution statute, but one powerful rule is read across from agency law. The German Commercial Code (HGB) gives a commercial agent a goodwill compensation claim (Ausgleichsanspruch) under section 89b when the relationship ends. German courts apply section 89b by analogy to a dealer (Vertragshandler) where two conditions are met: the dealer is integrated into the supplier's sales organisation in a way comparable to an agent, and the dealer is obliged to transfer its customer base to the supplier at or after the end of the contract. A pure buyer-seller relationship does not qualify. For a German-territory dealer, this claim cannot be excluded in advance. German case law treats the analogous Ausgleichsanspruch as non-waivable for dealers operating in Germany, and the protection has been extended to dealers with a territory in the European Economic Area. A clause that simply strikes out the goodwill claim will often be ineffective. This is the single most important feature of German distribution law for a supplier to understand. The claim can be lost or reduced. Following the EU Commercial Agents Directive, German courts hold that the claim is lost for the dealer's own fault only where the dealer's misconduct has a direct causal link to the supplier's termination. If the supplier's own conduct gave reasonable cause for the dealer to terminate, the claim survives. The amount is calculated by assuming the contract would have continued unchanged. Competition law sets the outer limits. A distribution agreement is a vertical agreement under Article 101 TFEU and the German Act against Restraints of Competition (GWB), enforced by the Bundeskartellamt. The EU Vertical Block Exemption Regulation (Regulation 2022/720, in force since 1 June 2022) gives a safe harbour where both the supplier's and the buyer's market share is at or below 30 percent and there is no hardcore restriction. ## The clauses that differ under German law - Goodwill / Ausgleichsanspruch: a German or EEA dealer integrated into the supplier's network and bound to transfer its customer base may claim compensation at termination, and you cannot contract this away in advance. Price this risk in.

• Resale price: the supplier may set a maximum or recommended price, but fixing a minimum (resale price maintenance) is a hardcore restriction and void.
• Exclusivity: lawful within the block exemption; since 2022 a supplier may reserve a territory for up to five exclusive distributors.
• Customer data transfer: whether the dealer must hand over its customer base is a central term, because it drives both the goodwill claim and data protection duties under the GDPR.
• Termination notice: there is no statute fixing the notice period for a dealer, so the contract should set a reasonable period; courts expect longer notice for long relationships. ## A usable template (adapt with advice) Replace every [bracketed] field. This is a skeleton, not legal advice. ``` DISTRIBUTION AGREEMENT (VERTRIEBSVERTRAG) 1. Parties: Supplier [name, address]; Dealer [name, address].

2. Products: listed in Annex 1.
3. Territory: [region].
4. Appointment: Supplier appoints Dealer as [exclusive / non-exclusive] distributor of the Products in the Territory.
5. Resale: Dealer buys and resells in its own name and for its own account.
6. Prices: Supplier's prices to Dealer are in Annex 2. Dealer sets its own resale prices [Supplier may recommend a maximum].
7. Minimum purchases: at least [quantity / value] per [year].
8. Customer data: [state whether Dealer must transfer its customer base at termination, noting GDPR duties].
9. Trademarks: Dealer may use Supplier's marks only to market the Products.
10. Term: from [date], [fixed term / indefinite].
11. Termination: ordinary termination on [notice period]; immediate termination for good cause.
12. Compensation on termination: [address the Ausgleichsanspruch; note it cannot be excluded in advance for a German or EEA dealer].
13. Governing law and forum: German law; [the competent German court / arbitration]. Signed by both parties at [place] on [date].

- **Clause 6 (prices)**: recommend or cap, never fix a minimum. Minimum resale price clauses are void and invite a Bundeskartellamt case.
- **Clause 4 (exclusivity)**: lawful within the block exemption, but check the 30 percent market-share threshold.
- **Clause 11 (termination)**: set a notice period that matches the length of the relationship, since there is no statutory figure for dealers and courts can expect generous notice. ## Red flags - A clause that purports to exclude the dealer's goodwill claim for a German or EEA territory, which is usually ineffective.
- Integrating a dealer tightly into your sales network and requiring customer-base transfer, then being surprised by the Ausgleichsanspruch.
- A minimum resale price clause, which is void and risky.
- Exclusivity without a market-share check against the block exemption.
- A short, blunt notice clause after a long relationship.
- Ignoring GDPR when the dealer transfers customer data at termination.
- Using unclear standard terms (AGB), which German law reviews strictly and can strike down where they unfairly disadvantage the other side. A further point many suppliers miss: the goodwill claim is calculated as if the contract had simply continued unchanged. A later, lawful change to the distribution system can reduce the figure, but only if the supplier could have made that change against the dealer during the contract. In practice this means the compensation is often based on the dealer's recent commissions or margin on the customers it introduced, which is why keeping clean records of which customers the dealer actually brought in matters from the first year, not just at the end. ## One workspace for the deal and the liability it carries A German distribution agreement carries a liability that most suppliers forget until the end: the dealer goodwill claim that cannot be waived in advance, sitting alongside renewal dates, minimum-purchase reviews and competition-law limits. The contract is signed, filed, and then the obligations drift out of view, so the goodwill exposure and the notice period only resurface when the relationship ends badly. That is the worst moment to discover them. An AI contract workspace is built to keep that in sight: draft the agreement, read the goodwill and termination clauses back in plain language, surface the review and notice dates as live alerts, and keep each version tied to the counterparty and the responsible team. [Adira](https://adiralaw.com) is built around Indian corporate law first, and depth for Germany and EU competition analysis is on its roadmap rather than live today, so a German distribution deal still needs German counsel. The point to carry away is simple: the contract and the duties it creates should live in one place, not in a folder and a memory. This guide is general information, not legal advice. Confirm the current position with a German lawyer before you sign.