Distribution and Dealer Agreements – Germany, Switzerland, EU

Authorised dealers buy and resell in their own name, but are often closely integrated into the manufacturer’s sales system. We advise suppliers and dealers on agreements that work commercially and hold up in court.

Dealer and distribution agreements

• Exclusive, selective and franchise distribution; agency models in automotive and other sectors
• Compliance with the EU Vertical Block Exemption Regulation (EU) 2022/720 and German competition law
• Online sales, platform bans, dual pricing and resale price maintenance
• Termination, notice periods, buy-back of stock and dealer indemnity by analogy to Section 89b HGB
• Regulatory duties in the supply chain: medical devices (MDR), machinery, product safety (GPSR), data access (EU Data Act)

Cross-border distribution

Without a choice of law, the Rome I Regulation generally applies the law of the country where the agent or distributor is habitually resident. Within the EU, the Brussels Ia Regulation governs jurisdiction; with Switzerland, Norway and Iceland, the Lugano Convention. Jurisdiction clauses in favour of non-EU courts may be disregarded if they would deprive an EU agent of mandatory indemnity rights.

Switzerland: agency contracts under the Code of Obligations

Switzerland is not bound by the EU Agency Directive. Articles 418a–418v of the Swiss Code of Obligations govern agency contracts. The mandatory customer indemnity (Article 418u) is capped at one year’s earnings from the agency relationship, based on the average of the last five years. Notice periods are one month in the first year and two months to the end of a calendar quarter thereafter (Article 418q). Switzerland is also a leading seat for international arbitration under the Swiss Rules.