Many companies use an commission agreement to sell their products efficiently and across borders. The latter is a merchant who sells the products of the other company in his own name and for his own account. It is characteristic by the facht that the commission agent is an independent business operator, but is nevertheless integrated into the company’s distribution network. The most common case is probably that of the commission agent in car business.
In Germany, there is neither a legal definition of an commission agent nor regulations governing commission agreements. The above characterization of the commision agent has developed through case law.
In most cases, a long-term framework agreement regulating the mutual rights and obligations is agreed between the contractor and the commission agent. The remuneration of the commission agent is determined by the margin on the products sold and typically does not include commission.
Claims for compensation and agreed post-contractual non-compete clauses are particularly prone to conflict. The compensation claim presupposes that the commission agent is obliged to transfer his customer base to the contractor business upon termination of the contract. Calculating the compensation can be particularly difficult due to the inclusion of various factors such as advertising costs, personal costs and storage costs.
As internationally active lawyers, we offer you professional and cross-border advice on drafting contracts for your authorized dealer agreements. In principle, the commission agent is used for the sale of products. A franchise agreement is often recommended for the sale of services. We can help you with the structuring of mutual rights and obligations, the enforcement of compensation claims and post-contractual non-competition clauses. Of course, we will help you if you want to part with a commission agent and want legal clarity. You can also rely on our procedural support.
