Fewer Call-offs Than Planned: Who Bears the Volume Risk?
Framework supply agreement, delivery call-off and obligation to take delivery: rights of suppliers when call-offs decline
According to media reports, automotive suppliers are currently coming under pressure from falling demand and low plant utilisation. Vehicle manufacturers call off less than planned or postpone call-offs at short notice. Do suppliers have to accept this?
Framework agreement, forecast, delivery call-off
Supply relationships in industry are usually structured in two stages. The framework supply agreement sets out prices, quality and terms. The actual obligation to deliver generally arises only through the individual delivery call-off, that is, the binding order of a specific quantity for a specific date. Volume forecasts, by contrast, are in principle non-binding planning data unless the contract provides otherwise.
The wording of the contract is therefore decisive. Many contracts contain release stages: for a short period production is released, for a longer one the purchase of materials. Within these windows, the customer typically bears the costs of later reductions.
Binding call-off means: take delivery and pay
Once a quantity has been called off in binding form, a firm obligation to deliver and to take delivery arises to that extent, to which the law of sale generally applies. Under § 433 para. 2 BGB (German Civil Code), the buyer is obliged “to pay the seller the agreed purchase price and to take delivery of the thing purchased”. Unilateral cancellation is permitted only if the contract allows it.
If the customer does not accept goods that have been properly offered, it falls into default of acceptance (§ 293 BGB). The supplier can then claim reimbursement of its additional expenses under § 304 BGB, for example for storage. In a commercial sale, it may also store the goods at the customer's risk and expense (§ 373 para. 1 HGB, German Commercial Code). If the customer culpably breaches its obligation to take delivery, damages under § 280 BGB come into consideration; for damage caused by delay, default must additionally exist. The claim for the purchase price remains in place as long as the supplier does not instead claim damages in lieu of performance (§ 281 para. 4 BGB).
Limits in purchasing terms and conditions
Manufacturers frequently reserve the right in their purchasing terms and conditions to change or cancel call-offs free of charge. First it must be examined whether these terms have become part of the contract at all, for example where the supplier also uses its own terms. Even between businesses, such general terms and conditions are subject to review of their content (§ 307 BGB in conjunction with § 310 para. 1 BGB). A clause that places the entire volume risk on the supplier without any compensation may be invalid. Whether this is the case depends on the individual circumstances; to our knowledge there is no settled line of case law from the highest courts specifically on delivery call-offs.
Adaptation and termination
If circumstances that have become the basis of the contract change seriously, an adaptation of the contract can be demanded (§ 313 BGB). The hurdle is high because the contractual allocation of risk must be taken into account. A mere decline in demand is regularly not sufficient.
The framework agreement is a continuing obligation. It can be terminated for good cause if continuation is unreasonable (§ 314 BGB). If the cause is a breach of contract, a warning must in principle be given beforehand or a period for remedy set; notice must be given within a reasonable period. Quantities that have already been called off in binding form remain in principle unaffected.
In the case of strong dependence on the customer without a reasonable alternative, competition law may also set limits (§ 20 para. 1 GWB, Act against Restraints of Competition).
Practical checklist for suppliers
Review the contract and purchasing terms for call-off rules, release stages and cancellation clauses
Keep binding call-offs clearly separate from forecasts
Document deviations and additional costs from the outset
Object to changes in writing and reserve claims
Agree minimum quantities or cost reimbursement in future
Conclusion
Who bears the volume risk is decided first and foremost by the contract. Suppliers should review their contracts and document claims at an early stage. Please contact us if you have any questions.
As of: 05.11.2026
NIETZER Rechtsanwälte · Attorneys at Law (USA) · Heilbronn · www.unternehmensrecht.com
This article is for general information purposes only and does not replace legal advice in an individual case.
