Dutch Distribution Lawyer for Distribution Agreements

Published on 19 February 2023 · Last updated 2 November 2026

A Dutch distribution lawyer advises suppliers and distributors on distribution agreements in the Netherlands: drafting and negotiating them, ending them, and enforcing them in court or arbitration. Dutch law has no specific statute for distribution agreements. The contract itself applies, together with the general rules of the Dutch Civil Code (DCC), such as reasonableness and fairness (redelijkheid en billijkheid, Article 6:248 DCC).

This page is for manufacturers, suppliers and distributors, Dutch and foreign, that sell through a distributor in the Netherlands or distribute a foreign brand here. Are you about to sign a distribution agreement with a Dutch party, do you want to end one, or has the other party ended yours? This page explains what a distribution contract under Dutch law is, which clauses deserve attention, how termination and breach work, and what a distribution lawyer can do for you. Our team also advises on the termination of a distribution agreement in the Netherlands.

What are the key facts about distribution agreements under Dutch law?

Dutch law has no statute for distribution agreements, so the contract decides most questions. Reasonableness and fairness, EU competition law and the private international law rules on governing law and jurisdiction fill in the rest.

Topic	Distribution agreement in the Netherlands	Source
Statute	No specific rules; the contract and general contract law apply	Book 6 DCC; reasonableness and fairness, Article 6:248 DCC
Agency rules	The mandatory rules on commercial agency, such as goodwill compensation, do not as such apply to a distributor	Articles 7:428–7:445 DCC
Termination (indefinite term)	In principle possible; reasonableness and fairness may require a weighty reason, a notice period or an offer of compensation	HR 28 October 2011, ECLI:NL:HR:2011:BQ9854
Governing law without a choice	As a rule, the law of the country where the distributor has its habitual residence	Article 4(1)(f) Rome I Regulation
Court without a choice	For a defendant domiciled in the EU, besides its home courts: the courts of the place where the distributor provides its services, if the agreement qualifies as a contract for services	CJEU C-9/12 (Corman-Collins); Article 7(1)(b) Brussels I bis
Competition law	Block exemption for vertical agreements if supplier and distributor each have a market share of no more than 30%	Article 3 Regulation (EU) 2022/720
Non-compete during the agreement	Not block-exempted if indefinite or longer than five years	Article 5(1)(a) Regulation (EU) 2022/720
Urgent disputes	Summary proceedings (kort geding), for example about a sudden delivery stop	Article 254(1) DCCP

Distribution agreements under Dutch law at a glance. DCC: Dutch Civil Code; DCCP: Dutch Code of Civil Procedure; HR: Supreme Court of the Netherlands.

Each point is explained below. For a broader overview, see our page on Dutch distribution law.

What is a distribution agreement?

At its core, a distribution agreement under Dutch law is a long-term contract in which a supplier sells products to a distributor, who resells them in its own name and for its own account. The Dutch Civil Code does not regulate this contract as such: it is an unnamed contract (onbenoemde overeenkomst). The individual deliveries under it are, as a rule, sales (Article 7:1 DCC).

A distributor is not a commercial agent (handelsagent). An agent does not buy the products. It negotiates contracts for the principal against remuneration, and may conclude them in the principal’s name and for its account, without being subordinate to the principal (Article 7:428(1) DCC). The statutory rules on commercial agency (Articles 7:428-7:445 DCC), such as minimum notice periods and the goodwill indemnity, do not as such apply to a distributor. See the difference between distribution and agency under Dutch law.

In the Netherlands, this type of contract typically sets out delivery schedules, pricing policies, marketing strategies, and product quality requirements.

What Are the Essential Legal Terms in a Distribution Agreement?

Because the law fills in very little, the contract decides most questions. Three clauses deserve particular attention:

Exclusive distribution: an exclusive distributor is the only distributor the supplier appoints for a certain territory or group of customers. Dutch law gives a distributor no exclusivity unless the parties agree on it. Whether the supplier itself may still sell directly in that territory depends on the wording of the clause. Contracts distinguish between exclusive, sole and non-exclusive distribution, so define the term you use.

Termination: a termination clause sets out how and when each party may end the agreement, for example the notice period and the grounds for termination with immediate effect. Under Dutch law, the clause is the starting point. Reasonableness and fairness can add requirements or, in exceptional cases, prevent a party from relying on it. The rules are explained below.

Governing law and disputes: this clause states which law governs the agreement and which court or arbitral tribunal decides disputes. Dutch law does not apply automatically because one of the parties is Dutch. If the contract contains no choice, the rules of private international law decide which law applies. For the individual deliveries, also check the UN Convention on Contracts for the International Sale of Goods (CISG). It applies to sales of goods between parties whose places of business are in different States, when those States are Contracting States, or when the rules of private international law lead to the law of a Contracting State (Article 1(1) CISG). The parties can exclude it (Article 6 CISG).

Can a distribution agreement be terminated under Dutch law?

Yes, but the rules depend on the agreement. A distribution agreement for an indefinite period without a termination clause can in principle be terminated. Reasonableness and fairness may, in view of the nature and content of the agreement and the circumstances of the case, require a sufficiently weighty reason for the termination, a certain notice period, or an offer to pay (damages) compensation (Supreme Court 28 October 2011, ECLI:NL:HR:2011:BQ9854, ground 3.5.1).

In a case about the termination of a distribution agreement, the Supreme Court held that the circumstances the court of appeal had relied on did not necessarily mean that a weighty reason was needed for termination. Those circumstances could, however, require a longer notice period or an offer of compensation. The Supreme Court quashed the judgment and referred the case to another court of appeal (Supreme Court 14 June 2013, ECLI:NL:HR:2013:BZ4163, grounds 3.6-3.7).

If the agreement does contain a termination clause, it can in principle be terminated on the basis of that clause. Where the law and the agreement leave room for it, reasonableness and fairness can still impose further requirements (Article 6:248(1) DCC). Relying on the clause can, in some circumstances, be unacceptable by standards of reasonableness and fairness (Article 6:248(2) DCC). The Supreme Court set out these rules in a case about a licence agreement (Supreme Court 2 February 2018, ECLI:NL:HR:2018:141 (SMQ/Goglio), grounds 3.6.2-3.6.4). An agreed notice period cannot be set aside on the basis of the supplementing effect of reasonableness and fairness alone, but the terminating party may in some circumstances have to offer compensation (Supreme Court 16 May 2025, ECLI:NL:HR:2025:763, grounds 3.2 and 3.4).

An agreement for a fixed term can, as a rule, not be terminated early unless the contract allows it. An agreement for an indefinite period may also, according to the parties’ intention, be non-terminable. A party that wants to end it can then, in some circumstances, against the other party’s reliance on non-terminability, invoke Article 6:248(2) DCC or ask the court to amend or dissolve the agreement because of unforeseen circumstances (Article 6:258 DCC) (ECLI:NL:HR:2018:141, ground 3.6.5).

Termination by notice (opzegging) is different from dissolution (ontbinding) because the other party fails to perform. That remedy is explained in the next section.

What can you do if a distribution agreement is breached?

Every failure to perform (tekortkoming) gives the other party remedies under the Dutch Civil Code. Which one fits depends on what you want: keep the relationship going, put pressure on the other party, or end the agreement.

Performance: you can ask the court to order the other party to perform, for example to deliver or to pay, unless the law, the nature of the obligation or a juristic act provides otherwise (Article 3:296(1) DCC).
Suspension: if the other party does not perform, you may suspend performance of your own obligations that stand against it (Article 6:262(1) DCC). In case of partial or improper performance, only to the extent the failure justifies it (Article 6:262(2) DCC).
Damages: an attributable failure obliges the other party to compensate the damage (Article 6:74(1) DCC). As long as performance is not already permanently impossible, the other party must first be in default (Article 6:74(2) DCC). Default usually requires a written notice setting a reasonable period for performance, and performance within that period failing to take place (Article 6:82(1) DCC). In some cases default occurs without notice, for example when a fixed deadline expires or the other party says it will not perform (Article 6:83 DCC).
Dissolution: every failure to perform gives the other party the right to dissolve the agreement in whole or in part, unless the failure, given its special nature or minor importance, does not justify dissolution with its consequences (Article 6:265(1) DCC). To the extent performance is not permanently or temporarily impossible, the right arises only once the other party is in default (Article 6:265(2) DCC). You dissolve by a written statement, or ask the court to do so (Article 6:267 DCC). Dissolution has no retroactive effect (Article 6:269 DCC), but performances already received must be undone (Article 6:271 DCC).

In urgent cases, such as a sudden delivery stop, you can ask the preliminary relief judge for an immediate provisional measure in summary proceedings (kort geding). This is possible in urgent matters in which, given the interests of the parties, an immediate provisional measure is required (Article 254(1) Code of Civil Procedure). A decision in summary proceedings is provisional; the dispute can still be decided in proceedings on the merits.

What are the risks and benefits of a distribution agreement?

A distribution agreement gives a supplier access to a market without its own sales organisation, and gives a distributor a product range to build a business on. The risks lie mainly in unclear agreements: disputes about exclusivity or territories, minimum purchases, the use of trade marks and other intellectual property, and the notice period when the relationship ends.

A clear written agreement reduces these risks. Unless the law provides otherwise, Dutch law does not require a specific form, and offer and acceptance can even follow from conduct (Article 3:37(1) DCC). That is exactly why a written contract matters: it shows what was agreed.

What does a Dutch distribution lawyer do?

A Dutch distribution lawyer advises on the whole life cycle of the relationship between supplier and distributor:

drafting and reviewing distribution, reseller, supply and manufacturing agreements, including the general terms that apply to them;
negotiating exclusivity, minimum purchases, liability, intellectual property and the termination clause;
advising on termination: which notice period applies, and whether compensation may have to be offered;
handling breach: notices of default, suspension, dissolution and claims for damages;
litigation in the Dutch courts, including summary proceedings, and arbitration if the parties agreed on it.

Licence agreements raise similar questions. SMQ/Goglio, mentioned above, applied the Supreme Court’s rules on terminating long-term contracts to a licence agreement. For drafting, see also drafting a Dutch distribution agreement.

When should you instruct a Dutch distribution lawyer?

Instruct a lawyer before you sign, and again as soon as one party considers ending the relationship. Exclusivity, notice periods, governing law and the forum are much easier to settle in the contract than in a dispute. Once notice has been given, the notice period, any offer of compensation and the stock and customer data the distributor holds often decide the outcome.

At MAAK Advocaten in Amsterdam, Remko Roosjen and Mees Bloembergen advise on distribution agreements. Remko completed the Grotius Academy specialist course in national and international contract law and is a member of the DFA, the Dutch association for distribution, franchise and agency law. We act for suppliers and for distributors, in negotiations and in litigation before the Dutch courts.

Frequently asked questions about distribution agreements in the Netherlands

Can a distribution agreement be terminated at any time?

Not always. An agreement for an indefinite period without a termination clause can in principle be terminated, but reasonableness and fairness may require a sufficiently weighty reason, a notice period or an offer of compensation (ECLI:NL:HR:2011:BQ9854, ground 3.5.1). With a termination clause, the agreement can in principle be terminated on the basis of that clause (ECLI:NL:HR:2025:763, ground 3.2). A fixed-term agreement can, as a rule, not be terminated early unless the contract allows it.

What can you do if the other party breaches a distribution agreement?

You can claim performance, suspend your own obligations, claim damages or dissolve the agreement (Articles 3:296, 6:262, 6:74 and 6:265 DCC). For damages and dissolution, the other party usually has to be in default first, which normally requires a written notice with a reasonable period for performance (Article 6:82(1) DCC). In urgent cases, summary proceedings are possible (Article 254(1) Code of Civil Procedure).

Can more than one distributor be appointed for the same product?

Yes. Dutch law gives a distributor no exclusivity unless the parties agree on it, so a supplier can in principle appoint several distributors. If the supplier has granted exclusivity for a territory or customer group and still appoints another distributor there, that can be a failure to perform towards the exclusive distributor.

Who owns the intellectual property in a distribution agreement?

Distributing products does not in itself make the distributor owner of the supplier’s trade marks or other intellectual property. The agreement should state which trade marks and materials the distributor may use, whether it may register domain names or marketplace accounts with the brand, and what happens with them when the agreement ends.

What is the difference between a distribution agreement and a manufacturing agreement?

In a distribution agreement, the distributor buys finished products to resell them. In a manufacturing agreement, a manufacturer produces goods for its customer. Depending on the contract, the rules on sale (Article 7:1 DCC) or on contracts for work (aanneming van werk) can apply. A contract for work is one in which a contractor undertakes to make and deliver a work of a material nature for a price in money (Article 7:750(1) DCC).

Primary sources

Dutch Civil Code (Burgerlijk Wetboek), Book 3: Articles 3:37 and 3:296
Dutch Civil Code, Book 6: Articles 6:74, 6:82, 6:83, 6:248, 6:258, 6:262, 6:265, 6:267, 6:269 and 6:271
Dutch Civil Code, Book 7: Articles 7:1, 7:428 and 7:750
Dutch Code of Civil Procedure (Wetboek van Burgerlijke Rechtsvordering): Article 254
UN Convention on Contracts for the International Sale of Goods (CISG): Articles 1 and 6
Supreme Court (Hoge Raad) 28 October 2011, ECLI:NL:HR:2011:BQ9854, ground 3.5.1
Supreme Court 14 June 2013, ECLI:NL:HR:2013:BZ4163, grounds 3.6-3.7
Supreme Court 2 February 2018, ECLI:NL:HR:2018:141 (SMQ/Goglio), grounds 3.6.2-3.7
Supreme Court 16 May 2025, ECLI:NL:HR:2025:763, grounds 3.2 and 3.4

Need a Dutch distribution lawyer?

Are you about to enter into, end or enforce a distribution agreement with a Dutch party? Have the agreement checked at an early stage. Exclusivity, notice periods and governing law are much easier to settle before signing than in a dispute. A Dutch distribution lawyer can review the contract, explain your position under Dutch law and assist you if a dispute arises. Contact MAAK Advocaten with the agreement, the relevant correspondence and any deadline you face.