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A fixed-term contract under Dutch law in principle ends on its end date without notice, so not renewing it is usually allowed. The duty to let your conduct be determined in part by the other party’s legitimate interests, an expression of reasonableness and fairness (Article 6:248(1) Dutch Civil Code) can, however, require you to warn the other party clearly and in time that you will not renew. In 2023 the Netherlands Commercial Court ordered a supplier that warned too late to continue a distribution relationship for six more months (ECLI:NL:RBAMS:2023:4109).
This page is for foreign suppliers, principals and distributors with a fixed-term contract governed by Dutch law: whether you want to let it expire, or have just been told it will not be renewed. It explains when a contract simply ends, when a duty to warn arises, what the court did in the Fujifilm/Duomed case and how to plan a non-renewal. Ending a contract for an indefinite term is a different question, covered on our main page on terminating a long-term business agreement under Dutch law.
Does a fixed-term contract under Dutch law end automatically?
Yes, as a rule. A contract concluded for a fixed term ends on the agreed end date without any notice, unless it contains a renewal clause or the parties agree to continue. This is different from a contract for an indefinite term, which ends only by notice of termination.
For contracts of indefinite duration, the Hoge Raad (Dutch Supreme Court) holds that they are in principle terminable, but that reasonableness and fairness may require a sufficiently weighty reason, a reasonable notice period or an offer of compensation (HR 28 October 2011, ECLI:NL:HR:2011:BQ9854, para. 3.5.1). Even where the contract regulates termination, Article 6:248(1) can add requirements, and relying on a termination right can be unacceptable under Article 6:248(2) (HR 2 February 2018, ECLI:NL:HR:2018:141, paras. 3.6.2-3.6.4).
Two situations blur the line. First, many contracts renew automatically for another term unless a party gives notice before a deadline; miss the deadline and the contract runs on. Second, parties sometimes simply continue working together after the end date. For a commercial agency agreement the law is explicit: if both parties continue it after the fixed term, it binds them for an indefinite term on the same conditions (Article 7:436 Dutch Civil Code). For other contracts, the court looks at what the parties intended and how they behaved.
What did the Netherlands Commercial Court decide in Fujifilm/Duomed?
In summary proceedings on 5 July 2023, the Netherlands Commercial Court (NCC) held that Fujifilm had to warn its distributor Duomed unequivocally and in time that it would not conclude a new distribution agreement. Because it did not, Fujifilm had to continue the relationship for six months (ECLI:NL:RBAMS:2023:4109).
The relationship dated back to 1978. Since 2013, the parties had concluded fixed two-year contracts that expired automatically, and generally signed the next one only months after the previous one had ended. The last contract ran until 31 March 2023 and stated that neither party was entitled to a new agreement. Fujifilm announced on 8 March 2023, three weeks before the end date, that it would not renew. Duomed asked for 18 more months.
The court left open whether the Supreme Court case law on terminating long-term contracts applies to consecutive fixed-term contracts. It held that, either way, a party must let its conduct be determined in part by the legitimate interests of the other party, citing HR 19 October 2007, ECLI:NL:HR:2007:BA7024. Given the history of late renewals, Duomed did not have to expect the contract to lapse on the end date; given the clause that nobody was entitled to renewal, it did have to expect that Fujifilm might one day stop. That combination created a duty to warn, which an e-mail expressing discontent and a phone call did not meet (paras. 4.3-4.5).
The remedy was continuation for six months after the judgment: long enough for a smooth transition for Duomed’s customers, not so long as to undo the fixed-term nature of the relationship. Fujifilm was prohibited from selling the main (“capital”) products to Duomed’s existing customers in that period, except as the contract itself allowed, had to cancel orders it had taken from those customers since 1 April 2023, had to keep supplying on the existing terms and had to correct a newsletter, on pain of a penalty of € 5,000 per day up to € 1,500,000 (paras. 4.7-4.11 and 5.1-5.3). The case was heard in the NCC, the English-language chamber of the Amsterdam courts, which the parties had chosen in their contract (Article 32a Dutch Code of Civil Procedure).
How do you avoid a dispute when you do not want to renew?
Announce your decision clearly, in writing and early enough for the other party to adjust, and do not send mixed signals while you negotiate. The NCC case shows that a deadline in the contract is not always the only yardstick: the history of the relationship counts too.
- Check whether the contract renews automatically and by when notice must be given.
- Look at how earlier renewals went: were new contracts signed late, or did the parties keep working without one?
- Send an unequivocal written notice that you will not renew, well before the end date; criticism of performance is not the same as a notice.
- Offer a transition (stock, customers, ongoing tenders) if the other party depends on the relationship.
- Do not approach the other party’s customers before the end date in a way that contradicts the contract.
What can you do if your Dutch partner does not renew?
If the announcement comes late and you depend on the relationship, act quickly. A party that was not warned in time can ask the Dutch court in summary proceedings (kort geding) for a temporary continuation, as in Fujifilm/Duomed; such relief requires urgency (Article 254(1) Dutch Code of Civil Procedure). Alternatively, a claim for damages may be possible. What is reasonable depends on the duration of the relationship, your dependence and investments, and what the contract says.
Collect the evidence early: earlier contracts and the dates on which they were signed, correspondence about renewal, and figures showing what the relationship means for your business. For distribution relationships, see also our page on Dutch distribution law. For a contract that is ended before its end date, see early termination of commercial agreements under Dutch law.
Example: a foreign supplier and a Dutch distributor
Suppose (illustration) a Danish manufacturer has worked with a Dutch distributor for twelve years under successive three-year contracts, each signed some months after the previous one had expired. The latest contract excludes any right to renewal. Two weeks before the end date, the manufacturer appoints a new distributor and informs the old one.
Under Dutch law, the contract still ends on its end date. Following the reasoning in Fujifilm/Duomed, however, a court may find that the manufacturer should have warned the distributor earlier and order a transition period or award damages. A clear written notice several months before the end date would have greatly reduced that risk.
When should you involve a Dutch lawyer in a non-renewal?
Involve a Dutch lawyer before you send a non-renewal notice in a long relationship, and immediately when you receive one late. Timing and wording decide whether a duty to warn has been met, and a summary proceedings claim has to be brought while the matter is still urgent.
MAAK Advocaten advises foreign companies on ending and continuing contracts with Dutch partners, from drafting the notice to proceedings before the Dutch courts and the NCC in first instance and on appeal. Read more about our work as a contract lawyer in the Netherlands.
Frequently asked questions about contract non-renewals under Dutch law
Do I have to give notice if my Dutch contract has a fixed end date?
Not as a general rule: a fixed-term contract ends on its end date. Check whether the contract renews automatically unless notice is given. In a long relationship, reasonableness and fairness can still require you to warn the other party clearly and in time that you will not renew (Article 6:248(1) Dutch Civil Code).
How early should I announce that I will not renew?
Dutch law sets no fixed period for this. Follow any deadline in the contract and, in a long or dependent relationship, warn earlier. In Fujifilm/Duomed a notice three weeks before the end date was too late; the court ordered continuation for six months (ECLI:NL:RBAMS:2023:4109).
Does a contract become indefinite if we keep working together after the end date?
For a commercial agency agreement, yes: continuation by both parties after the fixed term binds them for an indefinite term on the same conditions (Article 7:436 Dutch Civil Code). For other contracts, the court looks at the parties’ intentions and conduct; record any interim arrangement in writing.
Can a Dutch court force my partner to continue the contract?
Yes, temporarily. In summary proceedings, the court can order a party that failed to warn in time to continue the relationship for a transition period. In Fujifilm/Duomed the NCC ordered six months of continued supply and a sales ban towards the distributor’s customers.
Does the clause “neither party is entitled to renewal” protect me?
It helps, but it is not decisive. In Fujifilm/Duomed the clause meant the distributor had to expect that the relationship could end, yet the supplier still had to warn clearly and in time. Combine such a clause with an early, unequivocal written notice.
Primary sources
Dutch statutes are only officially available in Dutch, on wetten.overheid.nl. Judgments can be found on rechtspraak.nl by their ECLI number.
- Dutch Civil Code (Burgerlijk Wetboek) Book 6: Article 6:248
- Dutch Civil Code Book 7: Article 7:436
- Dutch Code of Civil Procedure (Wetboek van Burgerlijke Rechtsvordering): Article 32a and Article 254
- Rechtbank Amsterdam (NCC District Court, summary proceedings) 5 July 2023, ECLI:NL:RBAMS:2023:4109
- Hoge Raad 19 October 2007, ECLI:NL:HR:2007:BA7024
- Hoge Raad 28 October 2011, ECLI:NL:HR:2011:BQ9854
- Hoge Raad 2 February 2018, ECLI:NL:HR:2018:141
