Dutch Commercial and Distribution Contracts Lawyer

Which commercial contracts does Mees Bloembergen draft and review?

Mees Bloembergen advises, negotiates and litigates on all types of commercial agreements under Dutch law. He drafts contracts that are not only legally watertight, but that also match the specific position of your organisation in the chain and the commercial risks that apply to your sector.

His practice namely includes:

• Sales contracts under Dutch law and supplier agreements: including conformity guarantees, limitations of liability and warranty clauses
• Distribution agreements under Dutch law: exclusivity provisions, territorial rights and termination arrangements
• Agency agreements: commission structures, goodwill compensation and notice periods in line with Book 7 of the Dutch Civil Code (Burgerlijk Wetboek)
• Franchise agreements: drafting and reviewing in line with the Dutch Franchise Act (Wet franchise, 2021)
• Manufacturing and OEM contracts: quality requirements, IP rights and the allocation of liability for non conforming products
• General terms and conditions (algemene voorwaarden): drafted to be legally sound and correctly declared applicable
• International contracts: under the Vienna Sales Convention (CISG) and with tailored choice of forum and choice of law
• ESG related chain contracts: due diligence, supplier codes of conduct and reporting obligations in line with the CSRD and CSDDD

Would you like an existing contract reviewed or a new agreement drafted? Contact Mees Bloembergen for a first, non binding discussion of your situation.

How does Mees draft an agreement under Dutch law that truly protects your organisation?

Drafting an agreement (een overeenkomst opstellen) is more than putting arrangements on paper. First, Mees Bloembergen analyses your position in the contractual relationship: are you buyer or seller, supplier or customer, principal or agent?

That position determines which clauses protect you and which leave you exposed.

Next, he assesses which risks pose the greatest danger for your specific situation. More than 60% of commercial disputes in the B2B sector arise from unclear or missing clauses on liability, force majeure (overmacht) and non conformity (non-conformiteit). Mees closes those gaps proactively. For example, he formulates provisions on delivery terms, quality requirements, payment conditions, liability limitations and termination so sharply that, in a dispute, the court knows exactly what the parties agreed. Consequently, you stand stronger from the outset when a conflict arises.

Additionally, he advises on the correct provision of general terms and conditions. A reliance on general terms regularly fails on formal grounds. Therefore Mees ensures that your terms are not only legally correct, but also procedurally declared applicable in the right way.

When is there a breach of contract and what are your options under Dutch law?

Breach of contract (wanprestatie) is the situation in which a party fails to perform a contractual obligation, performs late or performs defectively.

The other party then in principle has three options: claiming performance, dissolving the agreement (ontbinding) in accordance with Article 6:265 of the Dutch Civil Code, or claiming damages.

In the event of a breach of contract, Mees Bloembergen immediately analyses three questions. First: how serious is the failure and does it justify dissolution? Second: did you give the counterparty timely and legally valid notice of default? Third: what damage has your organisation suffered and how do you prove it? That analysis determines which route is most effective.

Mees claims performance in proceedings on the merits (bodemprocedure) or, in urgent matters, in summary proceedings (kort geding). Summary proceedings typically take four to eight weeks. Proceedings on the merits before the Amsterdam District Court (Rechtbank Amsterdam) take on average twelve to eighteen months. Arbitration before the ICC or the NAI can be faster, but is generally more costly. Mees always advises you honestly on which route delivers the fastest and most cost efficient result.

In the event of a breach of contract, Mees assists your organisation with:

• Performance, dissolution and suspension
• Claims for damages and the defence against them
• Interpretation and enforcement of contractual provisions, including penalty clauses and exemption clauses
• Termination of long term agreements: notice, exit strategies and goodwill issues
• Non conformity, warranties and hidden defects
• Summary proceedings for urgent commercial interests
• International arbitration before the ICC, LCIA and the NAI

How does Mees advise on terminating a contract or long term agreement under Dutch law?

Terminating a contract (opzegging) is only legally valid when you observe the correct notice period, have a valid ground for termination or the agreement expressly permits that termination.

If one of those elements is missing, the terminating party risks a claim for damages from the other party.

Mees Bloembergen guides both the party that wants to terminate a contract and the party that challenges an unlawful termination. First, he analyses what the contract itself provides on termination and which statutory rules apply in addition. For long term agreements (duurovereenkomsten) without an end date, namely, different standards apply than for contracts with a fixed term. Additionally, the duration of the collaboration plays a role: a relationship of many years calls for a longer notice period than a short partnership.

When the counterparty terminates a contract unilaterally and unlawfully, Mees claims damages on your behalf for the lost turnover, missed opportunities and costs incurred. Conversely, he helps you formulate a watertight termination that offers no ground for a counterclaim.

When is a distribution agreement under Dutch law legally vulnerable under Dutch law?

A distribution agreement under Dutch law(distributieovereenkomst) is legally vulnerable when exclusivity provisions are insufficiently defined, minimum purchase obligations are missing or the termination arrangement contains no reasonable notice period. In particular, the termination of distribution relationships gives rise to the most disputes.

Mees Bloembergen drafts Dutch law distribution agreements for manufacturers and importers and reviews existing contracts for weak spots. For example, he advises on territorial rights, exclusivity clauses and the allocation of responsibilities for product compliance. Additionally, he guides the termination of distribution relationships. When a supplier terminates a distribution agreement without a reasonable notice period, the distributor can namely claim damages. Mees assists both suppliers and distributors in such termination matters and litigates where necessary before the Dutch court or in international arbitration.

How does an agency agreement protect your commercial interests under Dutch law?

An agency agreement under Dutch law (agentuurovereenkomst) offers the commercial agent statutory protection under Article 7:428 et seq. of the Dutch Civil Code: the right to commission, protection on termination and goodwill compensation on termination under Article 7:442.

That goodwill compensation is mandatory law and cannot be excluded contractually to the detriment of the agent.

Mees Bloembergen knows the specifics of the agency agreement inside out. He advises both principals and commercial agents on the commission structure, the calculation of the client compensation (goodwill) and the notice periods prescribed by law. In practice, the termination of long standing agency relationships regularly leads to substantial compensation claims. Therefore Mees calculates those claims precisely, negotiates a settlement or litigates before the court when the principal does not pay voluntarily. He also advises on non compete clauses and the difference between distribution and agency under Dutch law.

What does Mees arrange in a franchise agreement under Dutch law?

A franchise agreement under Dutch law (franchiseovereenkomst) governs the right of the franchisee to operate a proven business concept under the name, brand and formula of the franchisor.

Since the entry into force of the Dutch Franchise Act (Wet franchise) in 2021, additional obligations apply to franchisors regarding information provision and consultation when the formula changes.

Mees Bloembergen drafts franchise agreements and reviews existing contracts for compliance with the Dutch Franchise Act. For example, he advises franchisors on their information obligations and franchisees on their rights when the franchise formula changes or is terminated. Additionally, he guides negotiations on franchise fees and the resolution of franchise disputes where the parties cannot agree on the settlement.

When does the Vienna Sales Convention (CISG) apply to your contract?

The Vienna Sales Convention (CISG) applies automatically to international sales contracts for movable goods between parties in different CISG member states, unless the parties expressly exclude the convention by contract. Around 97 countries are party to it, including the Netherlands, Germany, China and the United States.

Mees Bloembergen advises on whether the applicability of the CISG is favourable or, on the contrary, undesirable for your situation. The convention namely has different conformity requirements, complaint periods and dissolution options than the Dutch Civil Code. He then records that choice contractually. Additionally, he advises on Incoterms and the allocation of risks and responsibilities in the international supply chain, including under the battle of forms. Mees works with legal partners in Europe, the US and Asia, so that your international contracts also hold up locally.

What are the risks of unclear general terms and conditions under Dutch law?

Unclear or not validly agreed general terms and conditions (algemene voorwaarden) mean that liability limitations, exemption clauses and penalty clauses remain inapplicable. Your organisation then remains fully liable for damage that you intended to exclude contractually.

Mees Bloembergen drafts general purchase and sales terms that match your sector and your position in the chain. He ensures not only legally sound provisions, but also correct provision of the terms to the counterparty. Existing sets of general terms he reviews for risks and updates where necessary, for example following changes in regulation or the expansion of your activities into other markets. Additionally, he advises on the battle of forms: the situation in which both parties declare their own general terms applicable and the question arises which set prevails.

How does Mees help your organisation with ESG obligations in the supply chain?

ESG obligations require that your commercial contracts contain demonstrable arrangements on due diligence, sustainability criteria, supplier codes of conduct and reporting obligations.

European regulation such as the CSRD, the CSDDD, the EUDR and the forthcoming Forced Labour Regulation has direct contractual consequences for your supplier relationships.

Mees Bloembergen maps the due diligence and reporting obligations that apply to your organisation and identifies where contractual arrangements with your suppliers are needed. More than 70% of mid sized industrial companies in the Netherlands have not yet included adequate ESG provisions in their supplier contracts, while supervisory authorities and courts are enforcing those obligations ever more often. Therefore Mees translates those obligations into concrete contractual provisions, including audit rights, traceability clauses and remediation mechanisms. Clear ESG arrangements namely prevent disputes and set out a clear path when a supplier falls short.

When is a contract audit in the Netherlands worthwhile for your organisation?

A contract audit is worthwhile when regulation changes, when activities expand, when a new supplier structure is set up or when preparing for a merger or acquisition. Mees Bloembergen systematically reviews your existing agreements for risks, opportunities and scope for optimisation.

Many organisations conclude contracts but then maintain them insufficiently. Missed notice periods, tacit renewals and outdated liability clauses expose your organisation unnecessarily to legal risk. After the audit, you receive a clear overview of the findings and concrete recommendations. Mees then carries out the necessary adjustments for you directly, so that your contract portfolio is current, compliant and legally robust once more.

What does legal advice on contracts cost under Dutch law?

The cost of contract advice and proceedings depends on the complexity of the matter and the scope of the work. As a rule, Mees Bloembergen works at MAAK Advocaten on an hourly rate.

Additionally, MAAK offers the LAAP approach (Law As A Product) at a fixed price per defined legal product, such as drafting a distribution agreement or a set of general terms and conditions. Consequently, your organisation knows in advance exactly what it costs.

Mees always discusses the costs transparently and in advance. He weighs what the legal effort delivers, whether a settlement is faster and cheaper than a procedure and which court fees apply if the matter goes to court. That honest assessment is part of every first conversation.

Why do organisations choose Mees Bloembergen as their contract attorney in Amsterdam?

Mees Bloembergen stands out because he approaches contract law not as an abstract field of law but as the legal foundation of your daily operations.

He understands how supply chains work, knows the risks in supplier relationships and knows precisely which contractual provisions make the difference when a collaboration comes under pressure.

Clients choose Mees because he is directly reachable, communicates clearly and advises honestly on opportunities and risks. He thinks ahead: which clauses will still protect you in three years and which leave you exposed? Whether it concerns drafting a distribution contract, addressing a breach of contract by a counterparty, terminating a long term agreement or litigating over non conformity: our specialised attorneys in Amsterdam are ready to help.

Do you have a question about a commercial contract or an ongoing dispute under Dutch law? Contact Mees Bloembergen for a non binding conversation, or call us on +31 (0)20 210 31 38. Mees gives you a clear assessment of your position, the risks in your contracts and the approach that best suits your situation, right away.