Commercial and Contract Law in Germany
German commercial and contract law covers B2B agreements, international contracts under the CISG, contract disputes, and debt collection. We advise German Mittelstand companies — owner-managed SMEs — and international businesses in German and English.
Contents
What German Commercial Law Covers
German commercial law (Handelsrecht/Wirtschaftsrecht) governs the legal relationships of businesses. In practice, commercial law combines contract law, merchant-specific HGB rules, distribution and agency law, payment obligations and commercial dispute resolution.
The legal framework rests primarily on the German Civil Code (BGB) for contract law and the German Commercial Code (HGB) for merchants and commercial transactions. For international sales contracts, the UN Convention on Contracts for the International Sale of Goods (CISG) may apply depending on the parties’ locations and any choice-of-law clause.
Commercial Contracts — B2B Agreements
Well-drafted commercial contracts are the most efficient form of legal protection in business relations. A contract that clearly defines obligations, payment terms, delivery conditions, liability limitations, and dispute resolution reduces the risk of disputes and provides a solid basis if they arise.
We advise on the drafting, review, and negotiation of commercial contracts: supply agreements, distribution contracts, agency agreements (§ 84 HGB), framework agreements, service contracts, NDA and confidentiality agreements, and standard terms and conditions (AGB). The AGB rules under §§ 305 ff. BGB also apply in B2B contexts, though the standard and intensity of review differ from consumer cases. Further detail is on our commercial contract law page.
Contract Law — Civil and Commercial
German contract law is governed by the BGB. The general framework covers offer and acceptance, contract formation, performance obligations, breach of contract, and remedies (§§ 280 ff. BGB). For businesses, the AGB rules under §§ 305 ff. BGB impose specific requirements on the content and transparency of standard terms.
We advise on contract drafting and review for domestic and cross-border commercial relationships, in German and English. Further detail is on our contract law page.
International Contracts — CISG and Governing Law
For international sales of goods, the CISG may apply where the parties have their places of business in different Contracting States, or where conflict-of-law rules lead to the law of a Contracting State, unless the parties exclude or modify it. If the parties want German domestic sales law rather than the CISG, the exclusion should be express and carefully drafted.
Choice of law and jurisdiction are separate questions. Rome I governs the applicable law in contractual obligations where no effective choice of law has been made or where mandatory rules intervene. Jurisdiction must be assessed separately, in particular under Brussels Ia within the EU, arbitration clauses, and other applicable rules for non-EU cases. A governing-law clause does not automatically create jurisdiction.
An effective international contract requires consistent alignment of governing law and dispute resolution. Further detail is on our international contracts page.
Contract Disputes
Contract disputes in Germany are resolved through negotiation, pre-litigation correspondence, court proceedings, or arbitration. The choice of strategy depends on the relationship between the parties, the amount in dispute, the strength of the legal position, the applicable limitation period, and the practical enforceability of any judgment or award.
As a rule, the Amtsgericht handles civil claims up to €5,000 and the Landgericht claims above that threshold, subject to statutory exceptions. The Kammer für Handelssachen at the Landgericht may hear certain commercial matters where the statutory requirements are met and the procedural route is properly chosen. Further detail is on our contract disputes page.
Commercial Courts 2025 — English Proceedings in Germany
The Justizstandort-Stärkungsgesetz (in force since 2025) allows German states to establish specialised Commercial Courts and Commercial Chambers for certain commercial disputes. Commercial Courts are established at selected Higher Regional Courts for high-value commercial disputes. Commercial Chambers at selected Regional Courts cover certain commercial disputes below that threshold or within their assigned jurisdiction. Availability depends on the respective federal state and court.
In qualifying proceedings before courts and chambers that have adopted the English-language option, substantial parts of the proceedings may be conducted in English; the precise scope depends on the court, the statutory framework and the parties’ procedural choices. This is an important development for international parties, but it does not make English the default language of German commercial litigation.
In Hamburg, the Commercial Court at the Hanseatic Higher Regional Court handles suitable high-value commercial disputes from €500,000; Commercial Chambers at the Hamburg Regional Court cover certain lower-value commercial disputes. The specific jurisdiction and language option should be checked before drafting a forum clause or filing a claim. Further detail is on our commercial and civil disputes page.
Debt Collection
Default under § 286 BGB may be triggered by a reminder, but can also arise without a reminder in certain cases, for example where a payment date is fixed or where a monetary claim remains unpaid 30 days after due date and receipt of an invoice. In B2B payment claims, default interest under § 288(2) BGB is generally nine percentage points above the base rate.
The German judicial dunning procedure (Mahnverfahren) can be efficient for due, quantified monetary claims, especially where no serious objection is expected. If the debtor objects, the matter can proceed to ordinary litigation. If no objection is filed, a Vollstreckungsbescheid can be obtained and used for enforcement (Zwangsvollstreckung). For uncontested cross-border civil and commercial monetary claims within the EU, except Denmark, the European Order for Payment Procedure may offer an alternative. Further detail is on our debt collection page.
How We Advise
We advise German Mittelstand companies — owner-managed SMEs and established private companies — and international businesses on German commercial and contract law. Our firm advises in German and English. Further detail on individual areas is on the pages listed below.
Advice by Alexander Kagan, Attorney at Law, admitted to the Hanseatic Bar Association Hamburg. As of: June 2026.
The contents of this page are for general information only and do not constitute legal advice. A mandate is established only upon express acceptance.
Frequently Asked Questions — German Commercial Law
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German commercial law (Handelsrecht/Wirtschaftsrecht) combines contract law, merchant-specific HGB rules, distribution and agency law, payment obligations and commercial dispute resolution. The primary sources are the BGB (contract law), the HGB (commercial code for merchants), and for international sales, the CISG.
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The CISG applies to international sales of goods where the parties have their places of business in different Contracting States, and in certain cases where conflict-of-law rules lead to the law of a Contracting State. It can be excluded or modified by agreement. Germany is a Contracting State. Whether the CISG applies depends on the contract type, the parties’ locations, and any choice-of-law clause.
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German state courts can be a predictable forum for many commercial disputes. Arbitration is suited to high-value disputes where confidentiality, flexibility, or enforceability in multiple jurisdictions matters. The choice of forum should be made at the contract-drafting stage, not after a dispute arises.
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The Act allows specialised Commercial Courts and Commercial Chambers to conduct qualifying commercial proceedings in English where the statutory and state-law requirements are met. This can reduce language barriers, but the precise scope should be checked before choosing the forum. It does not make English the default language of German commercial litigation.
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Generally yes, where German courts have jurisdiction under Brussels Ia or other applicable rules. A choice-of-law clause alone does not establish jurisdiction; a forum clause or other jurisdictional basis is required. The practicalities — language, document translation, cost shifting — should be assessed before initiating proceedings.
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In most cases yes. Pre-litigation strategy — the first written response to a claimed breach, the framing of a demand letter, the assessment of limitation periods — materially affects the outcome. Engaging legal advice before the first formal step gives more options than engaging after positions have hardened or limitation periods have run.
Commercial Law — Request Advice
We advise on German commercial and contract law — B2B agreements, international contracts, disputes, and debt collection.
