Anpassungsklausel

Anpassungsklausel is a contractual provision that allows the adjustment of certain contract terms in response to changed external conditions. It is commonly used in long-term agreements, especially for prices in procurement, construction, and supply contracts, but can also govern quantities, delivery timelines, or other performance parameters.

Typical forms are Preisgleitklauseln or Preisindexklauseln, which tie adjustments to objective indicators such as consumer price indices, wage indices, or exchange rates. The clause may also refer to regulatory changes or market developments. A usable Anpassungsklausel includes a clear formula or method for calculating adjustments, defined trigger events, measurement periods, and notification requirements, often with caps and floors to limit volatility.

Legal framework and enforceability hinge on transparency and fairness. In Germany, such clauses are often considered part of Allgemeine Geschäftsbedingungen (AGB) and must comply with the provisions of the BGB, particularly those governing standard terms. If the clause is ambiguous, grants excessive discretion to one party, or is not reasonably foreseeable, it can be challenged as unenforceable or unfair.

Practical considerations include choosing objective, verifiable indices, ensuring availability of data, and avoiding excessive complexity. The clause should specify the start date of adjustments, the recalculation cadence, and how disputes will be resolved. While Anpassungsklauseln reduce budgeting risk and adapt to real costs, they can transfer price volatility to the other party unless safeguards such as caps, floors, or periodic reviews are included.

See also: price adjustment, indexation, contract law, BGB, AGB.