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Distribution law in Germany and Italy

Drafting contracts

The law firm Dolce Lauda has many years of expertise in German-Italian distribution law.

We assist our clients in setting up their distribution business in Italy and in Germany and in enforcing their rights. Our clients include companies, commercial agents, brokers, authorized dealers and franchisees.

We advise you on the drafting of your contracts in order to jointly develop a contract that is tailor-made for you. We discuss the advantages and disadvantages of the different forms of distribution with you and recommend suitable contractual solutions on the basis of your economic goals, which will also protect your interests in the event of conflict. Due to our dual specialization in German and Italian distribution law, we are able to offer you an optimal contractual arrangement tailored to your specific case.

Representation in case of dispute

In the event of a dispute, we have the necessary know-how and many years of experience to represent you before ordinary courts or arbitration tribunals in a manner that is in your best interests. Typical disputes in distribution law are disputes in connection with the termination of the contractual relationship, in particular the assertion of claims for information, book statements, commission, compensation and damages.

Specialized in Italian distribution law

Our lawyers specializing in distribution law were trained in Italy and Germany, are admitted to the bar in both countries and offer not only sound legal know-how on the differences in distribution law between Germany and Italy, but also the necessary sense for pragmatic solutions and understanding of internal corporate decision-making processes.

Our distribution law services in detail

Commercial agents play an important role in the marketing of products and services in many industries and distribution systems between Italy and Germany. Despite any globalization and digitalization, a dynamic commercial agent can still represent a significant added value for the represented companies.

We assist commercial agents and companies in all legal matters. Our services include in particular:

  • Drafting and reviewing commercial agency agreements
  • Enforcement of the claims of commercial agents and companies in the event of disputes, in particular with regard to the assertion of claims for information, book statements, commission, compensation and damages.
  • Advice with regard to issuing or warding off ordinary or extraordinary notice of termination
  • Assistance in setting up distribution structures with commercial agents and other sales intermediaries

The authorized dealer is also a key figure in setting up an international distribution network. He is an independent entrepreneur who buys and sells the company's products on his own account. The authorized dealer builds up his own customer base, which is not necessarily known to the entrepreneur. If the entrepreneur wishes to secure the future use of the customer base, it is therefore advisable to make a corresponding contractual arrangement. If an authorized dealer is integrated into the sales organization of a company in a manner comparable to a commercial agent, a claim for compensation may be due under German law; Italian law, on the other hand, does not provide for a claim for compensation on the part of the authorized dealer.

We advise authorized dealers and companies on all legal issues. Our services include in particular

  • Drafting and reviewing authorized dealer agreements
  • Enforcement of the claims of authorized dealers and companies in disputes, in particular with regard to the assertion of claims for compensation and damages.
  • Advising on the issuance or defense of ordinary or extraordinary notice of termination
  • Assistance in setting up distribution structures with authorized dealers and other sales intermediaries

If a company wishes to impose extensive requirements on its sales partners regarding the uniform design of showrooms, the corporate design, the training of employees and the manner of operating a shop, while leaving the corresponding design and business model to the sales partner to use, a franchise agreement may be the optimal solution.

We assist franchisees and franchisors in all legal matters. Our services include in particular

  • Drafting and reviewing franchise agreements
  • Advice on pre-contractual duties of disclosure
  • Enforcing the claims of franchisees and franchisors in the event of disputes
  • Support in issuing or defending against ordinary or extraordinary termination of the contract
  • Assistance in setting up distribution structures with franchisees and other sales intermediaries

Special features of distribution law under Italian law

Although the Commercial Agents Directive 86/653/EEC has brought about harmonization in the field of commercial agents, there are still noteworthy national peculiarities.

Commercial agency law

Application of collective agreements - payment of social security contributions

Under Italian law, collective agreements ("Accordi economici collettivi") may apply to commercial agency agreements and the company may be obliged to pay social contributions, irrespective of the determination of an employee status.

Commercial agency law

Initiation of employment-related legal proceedings

There are significant procedural peculiarities to be considered in a legal dispute with Italian commercial agents. Under Italian procedural law, for example, a commercial agent is generally allowed to initiate labor law court proceedings ("rito del lavoro"), which can lead to a considerable acceleration of the duration of the proceedings and lower court costs.

Commercial agency law

Priority of claims in insolvency proceedings

In the event of insolvency of the company, Italian law also gives preferential treatment to the commercial agent: in principle, commission claims of a commercial agent from the last year of activity, as well as the compensation claim in general, are to be considered preferential and are therefore to be satisfied out of the proceeds of the insolvency estate in priority to the claims of other creditors.

Read more about insolvency proceedings in Italy.

Dealership law

No legal standardization

The authorized dealer contract is not standardized by law in Italy either; it is generally recognized as an atypical contract. Due to the different types of authorized dealer agreements, there is often uncertainty in practice about essential legal questions if no corresponding contractual provision has been made, such as whether the agreement establishes a binding continuing obligation or which notice periods, if any, must be observed. Unlike under German law, in Italy the legal provisions of commercial agency law are generally not applied by analogy to the authorized dealer agreement. For example, case law applies a wide range between 2 and 18 months when calculating the notice period of an authorized dealer contract, whereas a maximum notice period of 6 months must be observed by law for commercial agency contracts.

Dealership law

No right to compensation for the authorized dealer

Under Italian law, the authorized dealer is not entitled to compensation for the acquired customer base, irrespective of whether special conditions such as integration into the company's sales organization or an obligation to transfer customer data exist in the individual case.

Franchise law

Franchise agreement

In contrast to Germany and other European countries, a franchise law was introduced in Italy in 2004. This law standardizes the pre-contractual duties of disclosure and sets out the content requirements for a franchise agreement. If you wish to expand your business model to Italy by way of franchising, it is advisable to implement these requirements. We would be pleased to offer you the corresponding advice and drafting of contracts.

Special features of distribution law in Germany compared to Italy?

Are you Italian and are you interested in the specifics of distribution law in Germany? You can find information about this on the Italian version of this page.

Consultation?

Let us talk about your specific concerns.