USE CASE · US E-COMMERCE
Terms and Conditions for US online shops
German terms and conditions cannot simply be translated for sales to US customers. US terms of sale must be tailored to the actual checkout process, the business model and the applicable contract and consumer law.
We draft and review terms and conditions for online shops operating in the US. In doing so, we consider not only the text of the contract, but also how the terms are displayed in the shop and incorporated into the ordering process.
The case at a glance
Background
An online shop requires US Terms of Sale, or existing European terms and conditions need to be reviewed for US sales.
Objective
Tailor the content of the terms and conditions of sale and their technical integration into the checkout process to the specific US business.
Support
German-speaking contacts organise the terms and coordinate state-law or specialist issues with the US team.
Your situation
Terms such as ‘Warranty’, ‘Disclaimer’, ‘Limitation of Liability’, ‘Governing Law’ and ‘Arbitration’ have specific meanings under US law. At the same time, contract law and the law of sale are largely governed by state law. A blanket translation of European terms and conditions does not reflect this structure.
In the case of online shops, there is the additional factor that the enforceability of individual provisions may depend on how customers are made aware of the terms and conditions and the action they take to accept them. The text and the checkout process should therefore be developed in tandem.
Our support
We draft Terms of Sale based on the actual customer journey and the sales model. Existing German or European terms and conditions may serve as a starting point, but will not be adopted without review.
Depending on the product and customer base, we take particular account of contract formation, payment, dispatch, returns, warranties, liability provisions and dispute resolution. For subscriptions or other specific business models, additional requirements are incorporated separately.
Review or create US Terms & Conditions
Please send us your existing terms and conditions, a link to your shop, and a brief description of your product, fulfilment process and target customers. We will determine which adjustments are required for sales in the US.
Drafting US Terms of Sale for the actual shopping process
The following areas regularly form the core of robust US sales conditions.
Conclusion of the contract and checkout
Incorporate the terms effectively into the online ordering process.
We set out when an order becomes binding, how an order can be accepted or rejected, and how customers agree to the terms. We can also set out the procedures for order confirmation and the handling of obvious errors.
It is crucial that the wording and the actual checkout process are consistent with one another.
Shipping, Returns and Risk of Loss
Clearly link delivery and returns to the business model.
Shipping methods, fulfilment and returns processes differ significantly between direct shipping from Europe and US warehouse operations. The terms should reflect the actual processes.
We check delivery details, returns, refunds and – where relevant – the allocation of the risk of dispatch and loss.
Warranties and Liability
Do not confuse US warranty and liability rules with German terms and conditions.
In the sale of goods, both express and statutory warranties may apply. In the case of consumer products, federal legislation such as the Magnuson-Moss Warranty Act may also apply.
We review warranty statements, disclaimers and limitations of liability in the light of the product, the customer group and the applicable law.
Governing Law and Dispute Resolution
Align the choice of law and jurisdiction with US business operations.
Terms may contain provisions relating to applicable law, jurisdiction or arbitration. However, their validity and effectiveness depend on the business model, customer base, state law and the specific way in which the terms are incorporated.
We therefore do not draft these provisions as standard clauses, but in the context of the other terms and conditions of sale and the actual risk involved.
Your points of contact
Dr Raphael Tautz and Matthias Schuhmacher coordinate support for German-speaking clients. Matters relating to state law, consumer law and litigation are discussed with the relevant members of the US team.
Partner · STEM Practice Group
Your contact in Munich
Partner · STEM Practice Group
Your contact in Munich
Frequently Asked Questions
Not usually. The conclusion of the contract, warranties, liability, choice of law and dispute resolution follow different legal structures and should be reviewed for US business.
There is no uniform provision under federal law requiring every online shop to have a document with precisely this title. However, the Terms of Sale are usually the key means of setting out the contractual relationship and important terms and conditions of sale in a clear and comprehensible manner.
Contract and sales law is largely governed by state law. The states have implemented Article 2 of the Uniform Commercial Code, with certain variations. In addition, there are federal and state consumer protection regulations.
A choice of law may be agreed, but this does not automatically override mandatory rules that may apply to US consumers or in certain circumstances. The appropriateness of this must be assessed in the context of the specific business model.
Yes, quite often. Automatic renewals and recurring payments can trigger additional disclosure, consent, reminder and cancellation requirements, which must also be implemented technically within the subscription flow.
Further information
US Online Shop Legal Check
Jointly review the customer journey, legal texts and other e-commerce compliance matters.
Subscription and Auto-Renewal Compliance
Specific requirements for subscriptions, free trials and recurring payments.
US Business Law
Other US contracts and commercial legal issues.
Primary sources / Legal basis
Selection of primary and original sources particularly relevant to this use case:
- E-SIGN Act, 15 U.S.C. § 7001 – Federal legislation on the legal recognition of electronic contracts, signatures and records.
- Magnuson-Moss Warranty Act, 15 U.S.C. §§ 2301 et seq. – Federal legislation governing certain consumer product warranties.
- Federal Trade Commission Act, 15 U.S.C. §§ 41–58 – Section 5 forms a key basis in federal law for combating unfair or deceptive acts or practices.
- Uniform Commercial Code, Article 2 – Sales – Original text of the UCC Model Law; the version implemented in the relevant state shall prevail in each case.
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