commercial & contracts bodenheimer herzberg legal

Germany is a signatory to the CISG. To the extent the CISG does not apply, § 433 of the German Civil Code provides the key definition of a sales contract as follows:

  1. By way of a sales contract, the seller of a thing is obliged to deliver the thing to the buyer and to procure ownership of the thing for the buyer. The seller must procure the thing for the buyer free from material and legal defects.
  2. The buyer is obliged to pay the seller the agreed purchase price and to accept delivery of the thing purchased.

§ 434 to 479 of the German Civil Code then provide for rules on, inter alia

  • conformity of the goods that form the object of the sale,
  • passing of the risk,
  • remedies,
  • time limits,
  • retention of title, etc.

For B2B sales transactions, these provisions are complemented by §§ 373 to 381 of the German Commercial Code, containing rules applicable specifically to sales transactions between businesses.

The application of the sales provisions of the German Civil Code are not limited to tangible goods. Shares in companies, intellectual property rights, or government licenses may also form the object of a sales transaction.

BODENHEIMER Representative Matters as Parties’ Counsel

Represented a German shipyard in litigation against a German timber merchant on conformity issues

Represented a collector of ancient African art in a dispute against a gallery owner, revolving around title to some 300 African art objects, before the German state courts

Represented a German supplier of metal facades in a dispute arising out of a CISG contract, with German domestic sales law as the supplementary applicable law, against the Turkish buyer before the German state courts, including in interim relief