Commercial agency contracts under Dutch law require extra attention. Matters relating to exclusivity and the payment of commission and goodwill are regulated differently in the Netherlands than in other countries. Just how important is it to conclude a solid commercial agency contract, and how can you best lay down the terms? How do you arrive at equitable commission agreement terms? Are you aware of the legal protections that may apply? Are you entitled to goodwill or any other form of compensation upon termination of an agreement. Our Dutch lawyers in the Netherlands can be of assistance with regard to these matters.
DUTCH LAWYERS SPECIALIZED IN COMMERCIAL AGENCY CONTRACTS IN THE NETHERLANDS
Our Dutch contract lawyers specialized in commercial agency contracts in the Netherlands are glad to advise on your legal position and on the risks involved when acting as a principal or commercial agent in the Netherlands. To avoid uncertainty and minimize risk, MAAK Advocaten supports principals and commercial agents come to favorable terms with their contracting parties. In the event of a dispute or a stalemate with a contracting party, MAAK Advocaten can represent you in legal proceedings in the Netherlands.
DRAWING UP A COMMERCIAL AGENCY AGREEMENT UNDER DUTCH LAW
Our Dutch contract lawyers in the Netherlands have many years of experience in setting up a Dutch commercial agency contract under Dutch law. Drawing up a commercial agency agreement under Dutch law is a profession in its own right. As a Dutch lawyer in the Netherlands, when drawing up commercial agency contracts ourselves, we often see that certain matters have not been considered, or that they have not been recorded optimally.
COMMON CLAUSES IN AGENCY AGREEMENTS UNDER DUTCH LAW
When does the commercial agent receive commission? How should the commercial agency contract be executed correctly? What are the grounds of (immediate) termination? What are the notice periods? And is the commercial agent entitled to further commission at the end of the commercial agency contract in the Netherlands? The answer to these questions should be addressed in common clauses in agency agreements under Dutch law.
As a Dutch lawyer in the Netherlands in commercial agency contracts, these are just some of the questions we regularly encounter. In addition, there are more frequent questions about the exclusivity of an agency agreement and the question whether the principal may also serve the agreement area himself (and if so, whether commission is due to the commercial agent).
A good written agency agreement is always recommended. Our Dutch lawyers in the Netherlands can assist you with this and make proposals for a tailor-made agreement. By far the majority of proceedings concerning an agency agreement are about the question of what the parties meant by certain agreements. Many disputes can be avoided when cases are well written down on paper and the parties understand what is expected of each other. This applies both to the performance of the agreement and to the commission agreements that form an important part of the agency agreement.
DEFINITION COMMERCIAL AGENCY CONTRACTS UNDER DUTCH LAW
In the case of an commercial agency contract, one party (the principal) instructs (and the commercial agent commits himself to) the other party (the commercial agent), for a specified or undefined period of time and against remuneration, to provide mediation in the formation of commercial agreements. The mediation (conclusion of the agreement) takes place in the name and on behalf of the principal, without any subordination (as in the case of an employment agreement)
TERMINATION OF COMMERCIAL AGENCY CONTRACTS UNDER DUTCH LAW
A common question is the period by which a commercial agency contract under Dutch law can be terminated. The minimum periods for regular termination of the commercial agency contract are laid down by law. Taking this into account, it is possible to make other arrangements. It is important to take this into account when drawing up a commercial agency contract. However, if you have an old commercial agency contract under Dutch law that you wish to terminate, have your lawyer advise you on the possibilities. Terminating the Dutch commercial agency contract may have considerable financial consequences, so it is sometimes better to terminate the commercial agency contract at another time. Our Dutch lawyers in the Netherlands will be happy to discuss this with you and provide you with strategic choices.
GOODWILL COMPENSATION UPON TERMINATION UNDER AGENCY LAW IN THE NETHERLANDS
In addition to a right to damages, a commercial agent can claim a so-called customer compensation (‘goodwill’). This claim can be immense and both as principal and commercial agent you would do well to get advice on this. There is a maximum amount of goodwill compensation. For example, the amount of the compensation may not exceed that of the remuneration of one year, calculated according to the average of the last five years or, if the agency agreement has lasted shorter, according to the average of its entire duration.
COMMISSION COMMERCIAL AGENT UNDER DUTCH LAW
Under Dutch law, a commercial agent is entitled to commission for agreements concluded during the term of the agency agreement if (a) the agreement was concluded through the agency of the commercial agent or (b) the agreement was concluded with someone whom the commercial agent had previously brought in for such an agreement, or (c) the agreement has been entered into with someone who belongs to the clientele or is established in the territory assigned to the commercial agent (unless it has been expressly agreed that the commercial agent does not have the so-called ‘exclusive right’ with regard to that clientele or in that territory). Over the past few decades, a great deal of case law has been passed on the issue of commission on agency agreements. Have your Dutch lawyer inform you about this.
The commercial agent is entitled to commission for the preparation of agreements concluded after the end of the agency contract if the commercial agent (a) owes this primarily to the work performed by him during the term of the agency agreement and was concluded within a reasonable period of time after the termination of that agreement, or (b) he or the principal, in accordance with the aforementioned conditions, has received the order from the third party for the termination of the agency agreement. The right to commission shall be forfeited if it is not the commercial agent but his predecessor who is claiming it, or if it arises from the circumstances that it is equitable to divide the commission between them.
QUESTIONS ABOUT COMMERCIAL AGENCY CONTRACTS UNDER DUTCH LAW?
We are glad to meet and offer our services. Are you looking for legal advice regarding Dutch commercial agency contracts or would you like to request a quote? Please inquire as to the possibilities at T: +31 (0)20 – 210 31 38
Dutch lawyer in the Netherlands specialized in commercial agency contracts
Would you like to speak directly to a Dutch lawyer in the Netherlands specialized in commercial agency contracts? Our Dutch contract lawyer Remko Roosjen would be happy to assist you in the Netherlands.