Standard Terms
8 articles on this topic.
What your terms say takes effect only once they have become part of the contract and the individual clause holds up under German standard terms law. Whether they hold is decided in sequence, at four stages: negotiation, incorporation, transparency, consequence. When a clause falls, the statute takes its place.
Articles
Standard terms or individually negotiated?
An individually negotiated clause takes more than negotiating. Why hardly any company gets there, and what actually works.
Battle of forms: Whose terms apply?
Both parties refer to their own terms and the clauses contradict each other. What applies then depends on the court: knock-out, last shot, or first shot.
Standard terms in B2B: freedom of contract is the exception
German standard-terms law catches every clause that is pre-formulated for several contracts and that one side presents, between businesses as well, and it decides clause by clause. Why that governs your contracts, and where to read on.
Standard terms: template, generator, or lawyer?
Templates reflect the average, generators do not know your facts. Why generic standard terms fail predictably, what a lawyer does differently, and when a template is actually enough.
How to incorporate standard terms internationally
How standard terms become part of the contract in international business: transmission, language, proof, and the limits of the ECJ judgments.
To the extent permitted by law? Not a good idea.
The rider “to the extent permitted by law” makes clauses in German standard terms invalid where the legal position is clear. In forum-selection clauses, this becomes a serious problem.
No individual agreement
A pre-formulated clause stating that the parties have supposedly negotiated each term individually is counterproductive.
No oral side agreements exist. But they do!
The German Federal Court of Justice (BGH) has addressed the meaning of the clause “No oral side agreements exist”.