Reseller Agreement in Austria: Template, Key Clauses and Local Law (2026)

A reseller agreement is a contract where a supplier (the principal or vendor) authorises an independent business (the reseller) to buy its products or software and resell them to end customers, in its own name and for its own account. The reseller sets its own resale price within limits, carries the credit risk on its customers, and earns the margin between buy and sell. That is what separates a reseller from a commercial agent (Handelsvertreter), who only solicits orders for a commission and never takes title. In Austria there is no single reseller statute. The contract is built from the general civil law in the Allgemeines Buergerliches Gesetzbuch (ABGB) and commercial rules in the Unternehmensgesetzbuch (UGB), shaped by EU and national competition law, and on termination by rules sometimes borrowed from the commercial agent statute. For software and SaaS resale there is an extra layer: the reseller passes on a licence it does not own, so the chain of licence terms has to line up. This guide sets out the local law that actually bites, the clauses an Austria reseller agreement should contain, and a section-by-section skeleton you can adapt. It is general information, not legal advice; confirm the detail with qualified Austrian counsel before you sign. ## Austria: the local law that shapes your reseller agreement Two features of Austrian law matter most. First, end-of-contract indemnity. Austria regulates commercial agents in the Handelsvertretergesetz (HVertrG 1993), whose Paragraph 24 gives an agent a compensation claim (Ausgleichsanspruch) at the end of the relationship for the customer base it built. Austrian courts can extend this to an authorised dealer or reseller (Vertragshaendler) by analogy, but only in narrow cases: the reseller's position must be highly similar to that of a commercial agent, with features such as integration into the supplier's distribution and an obligation to pass on its customer base. The Supreme Court (OGH) has recently stressed how demanding that test is, declining to extend the claim where the arrangement did not closely resemble agency. So a reseller indemnity is possible but not automatic. Draft deliberately and do not assume either outcome. Second, competition law. Austria is an EU member state, so a reseller agreement is governed by EU competition law alongside national rules. The main instrument is the Vertical Block Exemption Regulation (EU) 2022/720 (the VBER), in force since 1 June 2022. It gives a safe harbour where the supplier's and the buyer's market shares each stay at or below 30 percent and the contract contains no hardcore restriction. Hardcore restrictions include resale price maintenance (fixing or imposing a minimum resale price, including a minimum advertised price) and certain restrictions on where or to whom the reseller may resell. Get one wrong and the whole agreement can lose the exemption. Note too that fully dictating end-customer prices and leaving the partner no stock risk can push a court to reclassify a reseller as a commercial agent. ### Software and SaaS resale Where the reseller resells software or a subscription, it is passing on a licence granted by the vendor. The reseller agreement must say exactly what the reseller may grant to end customers, flow down the end-user licence terms, and make clear that intellectual property stays with the vendor. A mismatch between what the vendor licenses and what the reseller promises its customers is a common and expensive gap. ## The clauses an Austria reseller agreement should contain The core clauses are: - Appointment and scope. Products or software covered, the territory, and whether the appointment is exclusive, non-exclusive or selective.

• Reseller status. A clear statement that the reseller buys and resells on its own account, carries its own stock and credit risk, and is not an agent of the supplier.
• Pricing. The supplier may set its wholesale price and recommend a resale price, but must not fix or impose a minimum resale price. Set payment terms, currency and taxes (USt/VAT).
• Orders, supply and risk. Ordering, lead times, delivery (or provisioning for software), and when title and risk pass.
• Licence flow-down (software/SaaS). What the reseller may grant end customers, the end-user licence terms, and support responsibilities.
• Intellectual property and brand. A limited licence to use the supplier's trade marks for resale only; no transfer of goodwill in the marks.
• Targets and obligations. Any minimum purchase or sales targets, how they are measured, and the consequence of a miss.
• Warranties, liability and indemnities. Product or service warranties, IP infringement indemnity from the vendor, and liability allocation.
• Term, renewal and termination. Fixed or open-ended term, renewal, and termination for cause, insolvency and change of control, with the notice each requires.
• Post-termination and indemnity. Stock buy-back or licence run-off, return of materials, survival of confidentiality, and how any Ausgleichsanspruch-style claim is addressed.
• Governing law, language and disputes. Austrian law, the court or arbitration seat, and the contract language. ## A reseller agreement skeleton you can adapt Use this running order as a drafting checklist. It is a skeleton, not a finished contract, and it is not legal advice. 1. Parties and recitals

2. Definitions
3. Appointment, territory and exclusivity
4. Reseller status (independent, own account, own risk)
5. Products or software and any changes
6. Pricing, orders, payment and taxes
7. Supply, delivery or provisioning, title and risk
8. Licence flow-down and end-user terms (software/SaaS)
9. Intellectual property and trade mark licence
10. Targets and reseller obligations
11. Warranties, IP indemnity and liability
12. Term, renewal and termination
13. Consequences of termination (stock, run-off, indemnity)
14. Confidentiality and data protection
15. Governing law, jurisdiction or arbitration, and language
16. Boilerplate (assignment, force majeure, notices, anti-bribery, entire agreement) ## Common mistakes to avoid - Fixing the resale price. Setting or imposing a minimum resale price is a hardcore restriction under the VBER and can cost the agreement its competition-law protection. Recommend, do not dictate.

• Assuming a dealer indemnity either way. Austrian courts may extend the commercial agent's Ausgleichsanspruch to a reseller by analogy, but only where the arrangement closely resembles agency. Do not assume it applies, and do not assume a clause simply excludes it. Draft deliberately.
• Running a reseller like an agent. If the supplier dictates end-customer prices and the partner carries no stock or credit risk, a court may reclassify the relationship. Match the paperwork to the real arrangement.
• A broken licence chain. In software and SaaS resale, the end-user terms must match what the vendor actually licenses. A gap leaves the reseller exposed to both sides.
• Vague termination terms. Unclear notice periods and renewal mechanics cause most reseller disputes. Say exactly how and when either side can exit. ## Keeping the agreement alive after signing The work does not stop at signature. A reseller agreement sets targets to track, a renewal date to diarise, price lists that change, licence terms to flow down, and termination notice windows you cannot afford to miss. Most disputes come not from a badly drafted clause but from a renewal that auto-extended unnoticed, a notice served late, or an end-user licence that drifted out of line with the vendor's terms. That is the case for keeping drafting, review, version history and obligation tracking in one place rather than spread across inboxes, a shared drive and a spreadsheet. Adira is one such AI workspace: you draft from your own templates, see each clause flagged as favourable, neutral or unfavourable to you, edit clauses in plain English, and keep a live timeline of every renewal, price change and obligation, built on Anthropic's Claude. Adira is India-first today; deeper support for Austrian law is on its roadmap rather than live, so treat it as a workflow layer here and keep local counsel for the legal substance.