COMPLIANCE & RIGHT · TREATY
Many compliance risks arise from the conclusion and execution of ordinary contracts. A distributor receives far-reaching commitments, a release is circumvented or a supplier obligation is no longer pursued after conclusion of the contract. We help companies to coordinate contract rules and actual processes.
Who's allowed to say what?
Internal clearances, powers of attorney and external representation shall be distinguished. An internal value limit does not automatically limit the legal representative power of a managing director. That is why it is not enough to adopt just one code of signatures. The responsibilities must be consistent with company law, powers of attorney and conduct towards business partners.
A practical procedure determines which transactions the department can conclude itself and when legal or commercial approvals are required. Particular attention should be paid to unusual commitments of liability, exclusivity, long-term commitments, new countries and payments to third parties. Deviations from contract models should remain apparent.
Select and control distribution partners
Commercial agents, dealers and other intermediaries have different roles. The legal classification influences, among other things, remuneration, instructions, termination of contract and possible compensation claims. A mere renaming in the contract does not change the actual type of contract.
The cooperation should be based on a plausible identity, economic background, performance and remuneration. In the event of increased risks, in-depth tests may be required. After conclusion of the contract, changes to the ownership structure, unusual payment requests and new deployment countries are part of the control process.
Limits of distribution control
Price specifications, territorial divisions, restrictions on online distribution and the exchange of sensitive information may be relevant under antitrust law. The Vertical Block Exemption Regulation provides, under its conditions, a framework but not a flat-rate release of all distribution conditions. In particular, fixed or minimum resale prices are critical; also recommended prices can become de facto binding through pressure or incentives.
Therefore, it is necessary to distinguish between permissible brand and quality control and inadmissible restriction of distribution partners. Contracts, circulars and the actual behaviour of the sales team must be considered together.
Compliance clauses with a recognisable purpose
A clause should specify which obligations are relevant to the specific relationship, what evidence is needed and how to deal with abnormalities. Unlimited audit rights or the general disclosure of all internal rules can be inappropriate and virtually impossible to fulfil. Confidentiality, data protection and legitimate interests of the contractual partner shall be co-ruled.
In the case of supply chains, export control and data protection, it is also necessary to distinguish between the obligations that the company itself imposes and which support it can require by contract. The contract does not replace its own legal responsibility. Termination, remedial action and escalation should be proportionate to the specific infringement.
Example: A commission to another company
Fictional case for illustrative purposes: An intermediary requires an increased commission on the account of a previously unknown company shortly before order is placed. This is a test, but not yet evidence of corruption. Contractors, services, economic reasons, payees and possible connections to the customer side must be clarified.
Payment should not be routinely released until clarification has been obtained. The decision and the evidence obtained shall be documented. Further steps are based on the result and possible legal obligations. A subsequent service description without actual proof does not solve the problem.
After the conclusion of the contract
Contract compliance does not end with signature. Reporting obligations, audit dates, terms, evidence and notice periods require responsible persons. We examine contract patterns and individual agreements and develop appropriate clearance and control procedures. Contact us with the contract model concerned and the specific need for change.
Legal basis and decisions: § 37 GmbHG – Restrictions on the power of representation; Trade Code, in particular §§ 84 et seq.; Vertical block exemption Regulation (EU) 2022/720; § 307 BGB – Content control.
Situation as at 2 November 2026.
Further reading: Corruption and conflicts of interest · Competition law · Supply chains and business partners
Four practical examples
The following fictitious cases illustrate typical examination questions. The concrete solution depends on the circumstances of the individual case.
01 · Signature without internal release
A sales representative grants special conditions. External representation and internal competence shall be examined separately; Release processes will be adapted for future commitments.
02 · Distributors with intermediaries
A partner uses other intermediaries. Transparency, remuneration, control rights and responsibilities are clarified contractually and organizationally.
03 · Customer audit with extensive access
A customer requires access to all internal documents. The subject matter of the audit, confidentiality, data protection and appropriate limitations will be negotiated.
04 · End of contract after suspicion
A company wants to quit right away. The basis of the facts, conditions for termination, possible remedies and consequences for ongoing contracts are examined.
Your next step
Do you want to transfer the requirements to your company or have a specific process checked? A brief description and a reference to existing deadlines are sufficient for the first contact. We shall vote on the scope of examination and compensation prior to commissioning.