Teilvertrag

Teilvertrag is a German-language term used to denote a contract that governs only a portion of an overall transaction or relationship. It can refer to an independent agreement covering limited subject matter, a subsidiary contract under a framework agreement, or a staged/instalment arrangement in which successive partial contracts regulate separate phases of performance. The term is used in commercial, construction, supply and service contexts where complex transactions are split for operational, financing or regulatory reasons.

Legally, a Teilvertrag may be standalone and enforceable on its own, or it may be dependent on a principal contract. Its effect therefore depends on how parties allocate rights, obligations and conditions precedent. Clauses about severability, linkage to a master agreement, guarantee and liability allocation are important to determine whether the partial contract can survive independently if other parts fail. In practice, Teilverträge are often accompanied by delivery schedules, call-off notices or annexes that define scope, timing and compensation.

Common examples include subcontracts under a main construction contract, tranche-based financing agreements, and call-offs under framework supply contracts. Clear drafting is critical to avoid uncertainty about performance duties, breach consequences and dispute resolution. Because relationships between partial and principal agreements can be complex, parties commonly specify integration, governing law and termination mechanics to reduce legal risk.