Logistics Services Agreement in Germany: Template and Key Clauses (2026)

A logistics services agreement in Germany sets out how a provider will carry, store, handle and deliver a customer's goods. Germany is different from common-law countries here: carriage of goods is regulated in detail by the commercial code (the Handelsgesetzbuch, or HGB), which sets a default liability regime for the freight contract (Frachtvertrag), and international road carriage is governed by the CMR convention. The contract works within those rules rather than replacing them. This guide sets out the governing law, the key clauses and a working skeleton. It is general information, not legal advice; confirm a live deal with a German lawyer. ## What law governs a logistics agreement in Germany? Unlike a free-standing services contract, carriage has its own statutory regime: - Handelsgesetzbuch (HGB), Fourth Book, governs the freight contract (Frachtvertrag), the freight forwarding contract (Speditionsvertrag) and the warehousing contract (Lagervertrag), with a default carrier liability regime and a cap tied to the weight of the goods.

• CMR convention (the Convention on the Contract for the International Carriage of Goods by Road) applies by force of law to cross-border road carriage, with its own liability limit.
• ADSp, the German freight forwarders' standard terms, are widely incorporated by reference and modify the default position where agreed.
• GDPR (Regulation (EU) 2016/679) and the Bundesdatenschutzgesetz (BDSG) where the provider handles personal data.
• Umsatzsteuergesetz (UStG), VAT (Umsatzsteuer) at the standard rate of nineteen per cent, which the pricing clause should address. ## Key clauses to get right - Scope of services: collection, line haul, forwarding, warehousing, handling, customs and last-mile delivery, with clear in and out boundaries, and whether the provider acts as carrier (Frachtfuehrer) or forwarder (Spediteur).
• Service levels and KPIs: pick-up and delivery windows, on-time rates, loss and damage rates, and stock accuracy for warehousing, each with a remedy.
• Liability and limitation: state how the HGB or CMR liability regime applies, any agreed variation and the cap. The HGB cap is tied to a fixed amount per kilogram of gross weight, and CMR sets its own limit, so the clause should work with those figures rather than against them.
• Insurance: goods-in-transit and warehouse cover, carrier liability insurance and the required limits, and whether ADSp liability insurance is in place.
• Dangerous goods: declaration, classification and handling under the ADR rules for the international carriage of dangerous goods by road and the German implementing rules.
• Title, risk and lien: when risk passes and the provider's statutory lien over goods for unpaid charges.
• Subcontracting: whether carriage may be subcontracted and how liability flows through.
• Price, VAT and surcharges: rates, fuel and accessorial charges, VAT treatment and price review.
• Term, termination and transition out: notice, breach and a clean exit for goods and data.
• Data protection: handling of personal data under the GDPR and BDSG. ## Germany-specific points that matter The first point is that liability is largely set by statute, not just by the contract. The HGB gives the carrier a default liability for loss or damage during carriage, capped at a fixed amount per kilogram of gross weight of the goods. Parties can vary some of this within limits, but they cannot simply disclaim it, and a cap written without reference to the HGB figure may be unenforceable or confusing. For cross-border road carriage the CMR applies automatically and overrides inconsistent contract terms, with its own weight-based limit. The second point is the ADSp. German forwarding business is very often done on the ADSp standard terms, which adjust liability caps and insurance in a familiar, widely accepted way. State clearly whether the ADSp apply, because they change the default HGB position. The third point is the carrier versus forwarder distinction. A Frachtfuehrer carries the goods and takes carriage liability; a Spediteur arranges carriage and has a different liability profile. The contract should say which role the provider takes, because it changes who answers for loss in transit. ## A simple drafting skeleton 1. Parties and date

2. Definitions, and role (carrier or forwarder)
3. Scope of logistics services
4. Service levels and performance measures
5. Charges, surcharges and VAT
6. Liability and limitation (HGB, CMR, ADSp)
7. Insurance obligations
8. Dangerous goods (ADR)
9. Title, risk and lien
10. Subcontracting and assignment
11. Data protection (GDPR, BDSG)
12. Term, termination and transition out
13. Governing law (German) and jurisdiction
14. Signatures ## Common mistakes to avoid - Writing a liability cap that ignores the HGB per-kilogram figure or the CMR limit.

• Assuming contract terms override the CMR on cross-border road carriage, when the CMR prevails.
• Not saying whether the ADSp standard terms apply.
• Blurring the carrier and forwarder roles, so liability for loss in transit is unclear.
• Leaving dangerous goods declaration and ADR handling undefined. ## Keeping logistics contracts under control If you run logistics across several providers or routes, the hard part is not one contract. It is tracking which liability regime applies, whether the ADSp are in, which insurance each provider owes and when each term renews. That work, drafting from a tuned template, flagging one-sided or risky clauses, tracking renewals and keeping versions straight, is what an AI contract workspace can hold in one place. Adira is built for this, with per-clause risk review, plain-English clause editing and a live activity timeline; it is one AI workspace tuned to your company and built on Claude. It is India-first today with other jurisdictions on its roadmap, so verify local depth before relying on it for German law. More at Adira. The law above stands on its own. ## Bottom line A German logistics agreement works within a statutory liability regime: the HGB for domestic freight, the CMR for international road carriage and the ADSp standard terms where incorporated. Say whether the provider is a carrier or a forwarder, match the liability cap to the HGB and CMR figures, define insurance and dangerous goods, and get German advice before signing a real deal.