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

What a reseller agreement in Germany is A reseller agreement in Germany is a contract that lets one business sell another business's products or services to end customers. A reseller (in German often a Vertragshandler, a contract dealer or authorised distributor) usually buys the products and resells them in its own name and for its own account, taking title and commercial risk, and earning a margin. This is different from a commercial agent (Handelsvertreter), who sells in the principal's name for commission and is protected by the Commercial Code (HGB). German law does not have a single statute that codifies distribution or reseller agreements. The relationship is built on the Civil Code (BGB), the contract itself, and case law. Two external bodies of law shape it strongly: the Commercial Code's goodwill compensation rule, which German courts apply to distributors by analogy in some cases, and EU and German competition law, which limits how far a supplier can control a reseller's prices and territory. This article is general guidance, not legal advice. Have a German-qualified lawyer review a reseller agreement before you rely on it. ## What German law requires in 2026 - Distributor versus commercial agent. A reseller that buys and resells in its own name is a Vertragshandler, not a Handelsvertreter. The distinction matters because the HGB's commercial-agent protections, including the goodwill claim, apply directly only to agents.

• Goodwill compensation (Ausgleichsanspruch) by analogy. German courts apply the commercial agent's goodwill compensation rule (Section 89b HGB) to a distributor by analogy where the distributor is integrated into the supplier's sales organisation like an agent and is obliged to pass its customer base to the supplier at the end. This can mean a payment on termination even though the contract says nothing about it, so it must be considered when drafting and ending the relationship.
• It cannot always be waived. The Federal Court of Justice has held that for distributors in the European Economic Area the claim cannot simply be waived in advance by contract, unlike some purely domestic arrangements. Take advice before relying on a waiver.
• Competition law. The EU Vertical Block Exemption Regulation (Regulation 2022/720), applicable since June 2022, and German competition law (GWB) govern vertical restraints. Fixing or imposing a minimum resale price (resale price maintenance) is a hardcore restriction and removes the benefit of the block exemption. Recommended and maximum prices are generally allowed if not enforced through pressure or incentives.
• Territory and customer restrictions. Some exclusivity is possible within the block exemption, but restrictions on passive sales are treated strictly.
• Form and VAT. B2B reseller agreements generally need no special form; German VAT applies to the supplies. ## Key clauses in a German reseller agreement | Clause | Why it matters in Germany | | --- | --- | | Appointment and status | Exclusive or non-exclusive, and confirms distributor (Vertragshandler) status, not agency. | | Title and risk | The reseller buys and resells in its own name for its own account. | | Pricing | Recommended or maximum prices are safer; minimum resale prices are a hardcore restriction. | | Territory and customers | Permitted territory and customers, with care over passive-sales restrictions. | | Integration and customer data | Affects whether the goodwill claim by analogy can arise on termination. | | Targets and reporting | Minimum purchase or sales targets and reporting. | | Trademark and brand use | Licence to use the brand with quality and usage controls. | | Product liability and warranty | How warranties and product-liability risk flow through. | | Term and termination | Term, notice, termination for cause, and the goodwill-compensation question. | | Competition compliance | Confirms compliance with the VBER and the GWB. | | Governing law and disputes | German law and courts or arbitration. | ## A simple reseller agreement structure you can adapt 1. Parties and definitions.

2. Appointment, status as distributor, and exclusivity.
3. Territory, products and permitted customers.
4. Title, risk and the ordering process.
5. Pricing within competition-law limits.
6. Targets, reporting and customer-data handling.
7. Trademark licence and brand-use controls.
8. Product liability, warranty and support flow-through.
9. Term, notice and termination.
10. Goodwill compensation: how it is addressed.
11. Competition-law compliance (VBER and GWB).
12. Governing law (Germany) and dispute resolution. ## Red flags to avoid - Fixing or imposing a minimum resale price, a hardcore restriction that loses the block exemption and risks fines.

• Ignoring the goodwill compensation claim by analogy, which can arise on termination for an integrated distributor even if the contract is silent.
• Relying on an advance waiver of the goodwill claim for an EEA distributor, which German courts may not uphold.
• Over-tight restrictions on passive sales, which competition law treats strictly.
• A trademark licence with no quality control, which weakens the brand.
• Silence on how product-liability and warranty risk flows through to end customers.
• Not addressing customer-data handling, which also feeds the goodwill analysis. ## Where a contract workspace helps A template gives you a solid German reseller agreement. The ongoing work starts after signing: checking that pricing terms stay on the safe side of the block exemption, that the goodwill-compensation exposure is understood before termination, that trademark and product-liability flow-through clauses are present, and that renewal and notice dates across many reseller relationships do not slip. Drafting the agreement, reviewing each reseller's version for pricing, brand and termination gaps, and tracking key dates can sit in one AI workspace tuned to how your company contracts. Adira is built around that shape: it drafts from your template, models the agreement as linked clauses so it can flag a minimum-price term that competition law disfavours or a missing trademark control, lets you edit clauses in plain language, and keeps renewal and notice dates on one timeline. Adira is India-first today, and deeper Germany-specific coverage is on its roadmap rather than a settled claim, so use it for drafting and review and keep a German adviser for the local-law call. The template above is enough to put a fair agreement in place on its own. Last verified October 2026.