Commercial and Trade Law
for small businesses and start-ups

There is no general obligation to use T&Cs. If you do business with consumers online, statutory information duties apply, and these are usually met through T&Cs. T&Cs are also useful in other cases. They standardise liability, payment and the scope of services, so you do not have to renegotiate every time. Even between businesses, however, T&Cs are subject to strict review for enforceability under German law, and invalid clauses fall away without replacement. That is why it is dangerous to adopt templates from the internet without checking them.

More than price and quantity. The key points are a precise specification (what counts as a defect?), delivery dates and the consequences of delay, the delivery term (Incoterms), retention of title, statutory liability for defects and periods for giving notice of defects, limitation of liability, price adjustment when costs rise, term and termination, force majeure, and choice of law and jurisdiction. For ongoing relationships, a framework agreement with call-off orders is advisable. Where the contract is silent, the statutory rules apply; for commercial contracts, these are often stricter than founders expect. (Supply agreement)

Under German law, a duty to inspect and give notice of defects applies to deliveries between merchants. You lose your rights if you do not give notice of apparent defects without undue delay after delivery. Depending on the circumstances, you may only have one or two days to do so. For hidden defects, the same applies from the time of discovery. So inspect deliveries as soon as they arrive. Describe any defects and, where possible, document them with photos. Then give the supplier notice of the defects and set a deadline for remedying them. If in doubt, keep the goods for the time being to preserve evidence, and do not repair or dispose of them on your own initiative. If that is not an option, I am happy to help you find alternatives.

LLMs can be very helpful for drafting contracts. I use them in my daily work, as do other lawyers. For legal tasks, however, the results are not as easy to assess as for code or maths. The training data is often based on Anglo-American law, which cannot simply be transferred to German law. In addition, commercial contracts in particular are generally not publicly available but sit behind NDAs in businesses and law firms. As a result, good templates are missing from the training data, and the mainstream providers have no access to specialist legal databases either. Legal work also often calls for a sensitivity in dealing with people that AI models do not yet have. AI drafts are therefore a good starting point. They only become good and legally sound once an expert has reviewed and adapted them.