USE CASE · U.S. E-COMMERCE
Terms & Conditions for U.S. Online Stores
German terms and conditions cannot simply be translated for sales to U.S. customers. U.S. terms of sale must align with the actual checkout process, the business model, and applicable contract and consumer law.
We draft and review terms and conditions for online stores that do business in the U.S. In doing so, we consider not only the text of the agreement but also how the terms are displayed in the store and incorporated into the checkout process.
The Case at a Glance
Background
An online store needs U.S. Terms of Sale, or existing European terms and conditions need to be reviewed for U.S. sales.
Objective
Tailor the content of the terms and conditions of sale and their technical integration into the checkout process to the specific U.S. business.
Support
German-speaking contacts organize the terms and coordinate state-law or specialized issues with the U.S. team.
Your Situation
Terms such as “Warranty,” “Disclaimer,” “Limitation of Liability,” “Governing Law,” and “Arbitration” have specific meanings under U.S. law. At the same time, contract law and sales law are largely governed by state law. A blanket translation of European terms and conditions does not reflect this structure.
For online stores, there is the additional consideration that the enforceability of individual provisions may depend on how customers are made aware of the terms and the action they take to agree to them. The text and the checkout process should therefore be developed together.
Our Support
We draft Terms of Sale based on the actual customer journey and the sales model. Existing German or European terms and conditions can serve as a starting point, but they are not adopted without review.
Depending on the product and customer base, we take particular care to address contract formation, payment, shipping, returns, warranties, liability provisions, and dispute resolution. For subscriptions or other specialized business models, additional requirements are addressed separately.
Review or Create U.S. Terms & Conditions
Please send us your current terms and conditions, a link to your online store, and a brief description of your product, fulfillment process, and target customers. We'll determine what adjustments are needed for sales in the U.S.
Design U.S. Terms of Sale for the actual shopping process
The following areas consistently form the core of robust U.S. sales conditions.
Concluding the Contract and Checkout
Effectively incorporate the terms into the online ordering process.
We will determine when an order becomes binding, how an order can be accepted or rejected, and how customers agree to the terms. We can also establish rules regarding order confirmations and how to handle obvious errors.
It is crucial that the wording and the actual checkout process match.
Shipping, Returns, and Risk of Loss
Clearly align delivery and returns with the business model.
Shipping methods, fulfillment, and return processes differ significantly between direct shipping from Europe and U.S. warehouse operations. The terms should reflect the actual processes.
We review shipping information, returns, refunds, and—where applicable—the allocation of shipping and loss risks.
Warranties and Liability
Do not confuse U.S. warranty and liability rules with German terms and conditions.
In the sale of goods, both express and implied warranties may apply. For consumer products, federal laws such as the Magnuson-Moss Warranty Act may also apply.
We review warranty statements, disclaimers, and limitations of liability based on the product, the customer group, and applicable law.
Governing Law and Dispute Resolution
Align the choice of law and venue with the U.S. business.
Terms may include provisions regarding applicable law, venue, or arbitration. However, their validity and effectiveness depend on the business model, customer base, state law, and the specific manner in which the terms are incorporated.
We therefore do not draft these provisions as standard clauses, but rather in the context of the other terms and conditions of sale and the actual risk involved.
Your Contacts
Dr. Raphael Tautz and Matthias Schuhmacher coordinate German-language support. State law, consumer, and litigation issues are coordinated with the relevant members of the U.S. team.
Partner · STEM Practice Group
Your contact in Munich
Partner · STEM Practice Group
Your contact in Munich
Frequently Asked Questions
Generally, no. Contract formation, warranties, liability, choice of law, and dispute resolution follow different legal structures and should be reviewed for U.S. business.
There is no uniform federal law requiring every online store to have a document with exactly this title. However, Terms of Sale are typically the primary tool for clearly defining the contractual relationship and important terms of sale.
Contract and sales law is largely governed by state law. The states have adopted Article 2 of the Uniform Commercial Code, with certain variations. In addition, there are federal and state consumer protection laws.
A choice of law may be agreed upon, but it does not automatically override mandatory rules that may apply to U.S. consumers or in certain circumstances. The appropriateness of such a choice must be assessed in light of the specific business model.
Yes, 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.
Additional Information
US Online Store Legal Review
Jointly review the customer journey, legal texts, and other e-commerce compliance issues.
Subscription and Auto-Renewal Compliance
Special requirements for subscriptions, free trials, and recurring payments.
U.S. Business Law
Other U.S. contracts and commercial legal issues.
Primary Sources / Legal Bases
Selection of primary and original sources particularly relevant to this use case:
- E-SIGN Act, 15 U.S.C. § 7001 – Federal law regarding the legal recognition of electronic contracts, signatures, and records.
- Magnuson-Moss Warranty Act, 15 U.S.C. §§ 2301 et seq. – Federal law governing certain consumer product warranties.
- Federal Trade Commission Act, 15 U.S.C. §§ 41–58 – Section 5 provides a key basis under federal law for addressing unfair or deceptive acts or practices.
- Uniform Commercial Code, Article 2 – Sales – Original text of the UCC Model Law; the version enacted in the applicable state is authoritative in each case.
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