Distribution Agreements in Austria

Practical Guide

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The common feature of distribution agreements is that distributors purchase products from their suppliers on a lasting basis and re-sell them in their own name and at their own risk to customers. Distributors are often obliged to carry out marketing and promotion activities and to comply with minimum purchase or sales quantities. When it comes to the details, however, distribution agreements can differ in countless aspects. For example, suppliers may or may not grant exclusivity rights to distributors, lawfully prohibit sales by distributors to non-authorized resellers or compete with their own distributors for certain customer groups or in certain distribution channels (online sales etc.).

In most jurisdictions, distribution agreement are not specifically governed by statutory provisions, although certain provisions addressing other kinds of agreements, for example the entitlement to a goodwill indemnity under agency laws, may apply to distribution agreements by analogy. Due to the lack of specific statutory provisions and often long-term commitments undertaken in distribution agreements, carefully drafted agreements are of utmost importance for suppliers and distributors. Even though it might be unpopular to discuss about the end of a promising future distribution partnership already when an agreement is negotiated, it is crucial that the distribution agreements also contain appropriate provisions governing the consequences of a termination. After all, the termination of distribution agreements is a frequent source of disputes.

In this Guide, experienced distribution law experts from different countries provide practical advice to (future) parties to distribution agreements.

AustriaLast update: 17 June 2025

How Are Distribution Agreements Regulated In Austria?


Distribution agreements (in Austria called “Vertriebsverträge”) do not expressly have reference in Austrian statutory law.

For distribution agreements no special formalities are required.

Even oral contracts are possible.

Yet, we advise to always use the written form, especially for reasons of proof, should a dispute arise later. 

A distribution agreement offers an entrepreneur (e.g. manufacturer, supplier, service provider) the possibility to open or develop a new market with the support of intermediaries. These can be commercial representatives, agents, licensees, etc.

The most important intermediaries in Austria are commercial agents (in Austria called Handelsvertreter) and distributors (in Austria called “Vertriebspartner” or “Vertragshändler”). Contrary to commercial agents the distributors are full legally and economically independent sales intermediaries, since they act in their own name and on their own account. In this sense, the manufacturer/supplier sells its products, or a certain product, or offers a service, to the distributor, which is often a company from another country that is part of the same international group as the manufacturer/supplier).

The distributor sells the goods to the client; so, he is a buyer-seller, therefore a true entrepreneur, since he carries out this activity in his own name and on his own behalf, assuming the costs and risks of a failed sale, in contrast with the commercial agent (Handelsvertreter), who is not liable for these aspects.

Once the goods have been purchased from the producer or supplier, it will be the distributor’s responsibility, first of all, to keep them in his own warehouse (at his own expense); from here, he will have to distribute them to the buyers (generally in the target State or geographical area), being physically present there and being an expert in the clientele rooted there, of the purchasing power and of their tastes.

Thanks to this knowledge the distributor will be able to act in the interests of the producer or supplier guaranteeing selective, informed and much less competitive trade than direct trade.

The legal sources

There are no specific statues in Austria ruling the legal requirements of a distribution agreement. Yet, the main applicable sources are the following:

  • The Austrian Civil Code and the Civil Procedure Code [Allgemeines bürgerliches Gesetzbuch (ABGB) and Zivilprozessordnung (ZPO)].
  • The Austrian Commercial Code (Unternehmensgesetzbuch, UGB) and the Austrian Cartel Act (Kartellgesetz, KartG 2005).
  • The Austrian Commercial Agency Act (Handelsvertretergesetz, HVertG), which is very often taken as a model for commercial distribution agreements in Austria. Because of the lack of regulation for the distributor, the Commercial Agency Act may apply in analogy. Under which circumstances does the Commercial Agency Act (Handelsvertretergesetz) apply for distribution agreements? According to the Austrian case law (Austrian Supreme Court, OGH 157/73) the Commercial Agency Act (HVertrG) also applies for distribution agreements if the contract’s interpretation shows a commercial relationship between manufacturer and distributor factually and economically equal to that between an agent and its principal. Under these circumstances specific provisions of the Commercial Agency Act can apply
  • EU Regulation (Rome I): In case at least one of the contracting parties is located in one of the EU-member States art 3 and art 4 apply.  If both parties are located in Austria, then the so called Jurisdiktionsnorm (Austrian Court Jurisdiction Act) applies.
  • The Treaty on the Functioning of the European Union (TFEU), art. 101 and the EU Commission Regulation 2022/720 (VBER) on the application of art 101 TFEU.
Andreas Eustacchio
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