| “shall” as an obligation modal | In an English contract, “shall” creates an obligation, not a future tense. Carried across literally as German “wird”, the clause loses its binding force. | Rendered as an obligation (“ist verpflichtet / hat zu”) and cleanly distinguished from “may” (a right) and “will”. |
| Representations & warranties | Two distinct instruments — representations and warranties — with different legal consequences; a single German umbrella word blurs the claims. | Kept apart and terminologically constant, so the different liability routes stay distinguishable. |
| Indemnity / to indemnify | Means the release from, or holding harmless against, third-party claims — not simply “compensation”; the confusion shifts the allocation of risk. | Translated as a Freistellung / hold-harmless clause; the liability mechanism stays intact. |
| Liquidated damages ↔ Vertragsstrafe (§ 339 BGB) | “Liquidated damages” are enforceable in the common law only without a penal character; the German Vertragsstrafe is admissible precisely as a deterrent — equating them can render the clause void. | Distinguished by function — liquidated damages or a contractual penalty — rather than equating the two terms. |
| Best efforts / reasonable endeavours | Graduated standards of obligation with no fixed German equivalent; “nach besten Kräften” often misses the agreed level of commitment. | The level of obligation is determined and mapped precisely, not glossed over with a stock phrase. |
Governing-law & jurisdiction clause (governing law · jurisdiction · venue) | Applicable law, jurisdiction and “venue” decide which law applies and where suit is brought. A “Germanised” clause can change its substance. | Rendered faithfully and system-correct — jurisdiction stays exactly as the parties agreed it. |
| Numbers, deadlines, negations | “shall / shall not”, date formats (MM/DD/YYYY ↔ DD.MM.YYYY), “billion” (10⁹) and number words flip an entire clause on a single slip. | Four-eyes principle with targeted checks on numbers, deadlines and negations; target-country date and number conventions applied. |
Prevailing language (governing-language clause) | In bilingual contracts this clause fixes which version governs in a dispute. If it is missing or contradicts itself, two “valid” contracts can arise. | We flag the clause and keep both versions congruent, so the prevailing language version holds. |