What is meant by the distribution of goods through commercial agents and distributors?

A manufacturer (entrepreneur/principal) can market a product within the European internal market through direct sales or via third-party contractual partners like commercial agents and distributors. These partners provide local market familiarity, effective marketing, and cost-effective distribution. While commercial agency law is codified and offers mandatory protections across Europe, distributor relationships lack special statutory protective provisions, raising questions about when commercial agency protections apply to exclusive distributors by analogy.

What characterizes a commercial agent?

A commercial agent is an independent trader who negotiates or concludes business transactions on behalf of another company (the principal) and receives commission payments. Unlike a distributor, the agent acts as an intermediary without purchasing the products directly. In jurisdictions like Germany or Greece, a commercial agency relationship exists even under an oral agreement, granting the agent full statutory rights, though a written contract is strongly recommended for evidentiary purposes.

What law applies to the contractual relationship?

A distinction is made between the sales contract with end customers (governed by CISG in international sales, where applicable) and the agency service contract itself. Commercial agency rules were harmonized via EU Directive 86/653 and transposed into national laws (e.g., Presidential Decree 219/1991 in Greece). Under the Rome I Regulation (Regulation EC No. 593/2008), parties may choose the applicable law; in the absence of a choice-of-law clause, distribution and agency agreements are generally governed by the law of the state where the service provider or distributor has their habitual residence.

How is jurisdiction determined in the event of a dispute?

Jurisdiction can be agreed upon contractually via an exclusive jurisdiction clause. Without such an agreement, jurisdiction in European civil and commercial disputes is governed by Regulation (EU) No. 1215/2012 (Brussels Ia Regulation), notably under Article 7(1) based on the place of performance for services or Article 25 regarding jurisdiction agreements.

What conditions and notice periods apply to termination of the contract?

Indefinite-term contracts can be terminated subject to statutory notice periods that scale with contract duration. Under Greek law (Art. 8 P.D. 219/1991), notice ranges from 1 month in the first year up to 6 months after 5 years of duration, effective at the end of a calendar month. Under German law (§ 89 HGB), notice periods scale similarly from 1 month in the first year to 6 months after five years.

Is there a right to compensation upon termination of the contract?

Yes, both German law (§ 89b HGB) and Greek law (Art. 9 P.D. 219/1991) grant commercial agents a mandatory indemnity claim for acquiring new customers or expanding existing business from which the principal continues to benefit. The compensation is subject to equity tests and capped at a maximum of one year's commission (calculated on the average of the last five years). The claim is forfeited if the agent terminates without good cause or transfers their contract to a third party.

Can further legal claims be asserted after termination of the contract?

Yes, under Greek law and general civil law principles, commercial agents can claim additional damages beyond the statutory indemnity (e.g., under Art. 9 § 1c P.D. 219/1991). This includes compensation for reputational damage, unamortized investments made in reliance on long-term cooperation, or violations of unfair competition and antitrust laws.

What role does the distributor play?

Unlike a commercial agent, a distributor buys products from the principal and resells them to customers in their own name and for their own account. The principal benefits from receiving payment upfront and shifting insolvency and sales execution risks to the distributor, who often commits to minimum purchase quotas and local marketing investments.

Can the provisions on commercial agents be applied by analogy to distributors?

Yes, under certain conditions. In Greece, Art. 14(4) of Law 3557/2007 explicitly extends Presidential Decree 219/1991 to service agency agreements and certain exclusive distribution agreements where the distributor is economically integrated into the supplier's sales network. Both in German and Greek case law, an analogy applies if the distributor is integrated similarly to an agent and is contractually obliged to transfer customer data, though recent case law may grant compensation even without a formal handover clause.

What notice periods and legal consequences apply to the termination of a distribution agreement?

When the criteria for an analogy are met, commercial agency notice periods and compensation principles apply to distributors. Because distributors profit from gross margins or net profits rather than direct commissions, indemnity calculations are based on net profits or margins, capped at one year's average earning. In Greece, non-compliance with reasonable notice may result in liability for gross margins during the notice period and non-material damages.

What does exclusive distribution entail?

Exclusive distribution requires the representative to actively promote sales in a assigned territory in exchange for territorial protection or exclusivity. Depending on the contractual wording, exclusivity can mean restricting direct sales by the principal, barring other distributors/agents, or both. Breaching exclusive agency terms constitutes a contract breach with full damages, whereas simple territorial assignment merely determines commission-bearing rights.

Inheritance law – KPAG

Inheritance Law in Greece: The Law Firm Kosmidis & Partner Assists with the Legal Settlement of Estates

Inheritance Law in Greece: Legal Support in Settling Estates

Inheritance law is one of the essential areas of law in everyday life and, at the same time, a highly emotional one. Death means not only the loss of a cherished person but also creates a need to clarify property-related and other legal relationships. Greek inheritance law serves to protect and preserve individual property and to continue the estate in accordance with the wishes of the deceased.

When resolving cross-border succession matters, the applicable substantive law must first be determined, since Greek inheritance law differs from German law on important points – for example, in how it deals with the absence of a will, the acceptance and renunciation of an inheritance, and the law of the compulsory portion (forced heirship).

Types of Wills

Greek inheritance law distinguishes four equally valid types of will:

Holographic will: handwritten, dated and signed by the testator; deposit with a notary is possible but not mandatory.
Public will: an oral declaration made before a notary and three witnesses, or two notaries and one witness.
Secret will: delivery of a document to the notary with a declaration that it contains the testator’s last will, in the presence of three witnesses or a second notary and one witness.
Extraordinary will: made only under special circumstances (at sea, on campaign, in isolation), with limited validity in time.

Statutory Succession and the Compulsory Portion

If there is no valid will, statutory succession applies, divided into six classes: relatives in ascending order (classes I–IV), the surviving spouse or registered civil partner (class V), and – in the absence of other heirs – the Greek State (class VI).

Greek law, too, recognizes a right to a compulsory portion (forced heirship); unlike in Germany, however, this is a genuine right of forced succession (the person entitled to the compulsory portion becomes a co-heir directly) amounting to half of the statutory share of the inheritance.

Inheritance Tax

Inheritance tax in Greece is subject to sometimes complex requirements. In principle, the inheritance tax return must be filed electronically via the AADE’s myPROPERTY platform within six months of the death; for heirs residing abroad, this period is extended to twelve months. Consulting an advisor familiar with Greek tax law is strongly recommended.

FAQ

1. How does inheritance law in Greece differ from German inheritance law?

Both systems are similar in their basic structure (classes of heirs, compulsory portion), but differ, among other things, in how they deal with the absence of a will and in the procedure for accepting or renouncing an inheritance.

2. When do I need a lawyer for inheritance law in Greece?

Under the European Succession Regulation (EU Succession Regulation), the applicable law is, in principle, determined by the deceased's habitual residence – irrespective of nationality, provided no different choice of law has been made.

3. What services do you offer in the field of inheritance law in Greece?

As lawyers specializing in international inheritance law, we are available to our clients on all matters relating to inheritance law in Greece. We advise on inheritance matters in Greece, on questions relating to inheritance tax in Greece, and, of course, on how to draft a legally valid will under Greek law. We represent our clients' interests across borders and have many years of experience in all areas of Greek inheritance law.

4. What should I look for when choosing a lawyer for inheritance law in Greece?

When engaging a lawyer for inheritance law in Greece, you should choose a firm with relevant experience that can also advise you in your own language. Kosmidis & Partner has for many years been active in the field of international inheritance law, as well as in many other cross-border legal matters, for clients from Germany and many other countries. In doing so, we draw on an extensive network of lawyers, experts, advisors and other specialists in Greece. Arrange a personal consultation.

5. What does a lawyer for inheritance law in Greece cost?

Attorneys' fees fall within the statutory minimum and maximum rates; in individual cases, an individual, transparent fee agreement is advisable.