Dutch commercial law

Published on 29 August 2022 · Last updated 25 October 2026

Dutch commercial law is mainly found in the Dutch Civil Code (Burgerlijk Wetboek, DCC). The Commercial Code (Wetboek van Koophandel) still exists, but the Civil Code also applies to the subjects it covers, unless the Commercial Code expressly deviates (Article 1 Commercial Code). Commercial contracts are governed by the general contract law of Book 6 and the specific contracts of Book 7 DCC.

This page sets out the main rules that foreign businesses meet in Dutch commercial contracts, such as sale, commercial agency, distribution and franchise, and how our Dutch commercial lawyers can assist. MAAK Advocaten advises businesses on contracts and represents them in disputes in a number of practice areas, including international trade law and commercial law.

Which rules govern commercial contracts in the Netherlands?

A contract is formed by offer and acceptance (Article 6:217(1) DCC). In principle, no particular form is required: declarations can be made in any form and can follow from conduct, unless the law provides otherwise (Article 3:37(1)). A contract has not only the legal effects the parties agreed, but also those that follow from the nature of the contract, the law, custom and reasonableness and fairness (redelijkheid en billijkheid). A contractual rule does not apply to the extent that this would be unacceptable by standards of reasonableness and fairness (Article 6:248(1) and (2)).

Three rules matter in particular for foreign businesses:

General terms and conditions. The Dutch statutory rules on general terms and conditions do not apply between businesses that are not both established in the Netherlands, whatever law governs the contract (Article 6:247(2)). What counts is the principal place of business or, if the contract is to be performed by another branch, that branch (Article 6:247(3)).
International sale of goods. The UN Convention on Contracts for the International Sale of Goods (CISG) applies to sales of movable goods between parties whose places of business are in different States, (a) when those States are Contracting States, or (b) 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). See our page on the sale of goods under Dutch law.
Late payment. In a commercial contract, statutory commercial interest is due from the day after the agreed final payment date until payment (Article 6:119a(1)).

Which assistance does a Dutch commercial lawyer offer?

Commercial contracts: Commercial contracts form the foundation of international trade. MAAK Advocaten assists clients in drafting, reviewing and negotiating these contracts, and explains how Dutch law fills in what the contract does not regulate.

Legal proceedings: Whether you are dealing with a dispute or need advice on related legal proceedings in Holland, our lawyers can advise you on your position and represent you in court or arbitration.

Which expertise does your matter require?

Commercial Law Advocacy

Our expertise extends beyond drafting commercial contracts. Our Dutch attorneys address complex matters such as:

Distribution, agency and franchising: Dutch distribution agreements, agency contracts under Dutch law and Dutch franchise agreements, and the disputes that arise from them. A commercial agency agreement is regulated in detail: for example, without an agreed notice period, the notice period is four months, plus one month after three years and two months after six years, and agreed periods cannot be shorter than one, two and three months in the first, second and later years (Articles 7:428(1) and 7:437(1) and (2) DCC). At the end of the contract, the agent may be entitled to a goodwill indemnity (klantenvergoeding) of at most one year’s remuneration, calculated on the average of the last five years (or of the whole term, if shorter). The indemnity is not due in the cases of Article 7:442(4), for example if the agent itself terminates the contract, unless this is justified by circumstances attributable to the principal or by the agent’s age, infirmity or illness. The agent loses that right if it does not inform the principal, within one year after the end of the contract, that it claims the indemnity (Article 7:442(1) to (4)). Franchise agreements are regulated in Title 16 of Book 7 (Article 7:911(1)). Distribution agreements have no specific statutory regime; the general contract rules apply.
Long-term agreements (duurovereenkomsten): termination and the (non-)performance of these contracts. If the law and the contract do not regulate termination, an agreement for an indefinite period is in principle terminable, but reasonableness and fairness may require a sufficiently weighty ground, a notice period or an offer of compensation (Hoge Raad 28 October 2011, ECLI:NL:HR:2011:BQ9854, para. 3.5.1). If the contract does contain a termination clause, it is in principle terminable under that clause, but reasonableness and fairness can impose further requirements, and reliance on the clause can be unacceptable (Hoge Raad 16 May 2025, ECLI:NL:HR:2025:763, para. 3.2).
Monetary claims and compensation: claims for damages for non-performance (Article 6:74(1) DCC) and rescission of a contract. A party can rescind for a failure in performance, unless the failure, given its special nature or minor importance, does not justify rescission; unless performance is permanently or temporarily impossible, the other party must first be in default (Article 6:265(1) and (2)). Rescission takes place by a written declaration, or can be pronounced by the court on the claim of the party entitled to it (Article 6:267(1) and (2) DCC).

How do you tackle international trade issues?

International trade raises specific legal questions, and our Dutch trade lawyer in the Netherlands is here to help you handle them:

Goods and services: contracts for the sale, transport, financing and storage of goods.
Reducing risks: limitation of liability, retention of title, payment terms and the collection of unpaid invoices.
Legal proceedings: representation in Dutch court proceedings and arbitration.

Specialized Legal Domains in Holland

Franchise Law: working through the finer points of franchise agreements and the accompanying legalities.
Agency Law: Addressing challenges and ensuring smooth operations within the agency sphere.
Distribution Agreements: crafting, reviewing, and understanding the finer points of distribution agreements under Dutch law.

Frequently asked questions about Dutch commercial law

What is Dutch commercial law?

It is the law that governs business transactions in the Netherlands. Most of it is in the Dutch Civil Code: general contract law in Book 6 and specific contracts, such as sale, commercial agency and franchise, in Book 7. The Commercial Code (Wetboek van Koophandel) still exists; the Civil Code also applies to its subjects unless it expressly deviates (Article 1 Commercial Code).

Do commercial contracts have to be in writing under Dutch law?

In principle, no. A contract is formed by offer and acceptance (Article 6:217(1) DCC), and declarations can be made in any form unless the law provides otherwise (Article 3:37(1)). A written contract is still advisable as proof. For some contracts, the law gives a right to a written document: each party to a commercial agency agreement can require a signed document setting out its content (Article 7:428(3)).

Do Dutch rules on general terms and conditions apply to a contract with a foreign business?

Not between businesses that are not both established in the Netherlands, whatever law governs the contract (Article 6:247(2) DCC). If Dutch law applies, a clause can still be set aside where applying it would be unacceptable by standards of reasonableness and fairness (Article 6:248(2)).

What notice period applies to a commercial agent in the Netherlands?

The agreed notice period applies. Without an agreement, it is four months, plus one month after three years and two months after six years. Agreed periods cannot be shorter than one month in the first year, two months in the second year and three months in later years, and notice must be given for the end of a calendar month (Article 7:437 DCC).

Can a long-term commercial contract be terminated under Dutch law?

In principle, yes. Without a termination clause, an agreement for an indefinite period is in principle terminable, but reasonableness and fairness may require a weighty ground, a notice period or compensation (Hoge Raad 28 October 2011, ECLI:NL:HR:2011:BQ9854). With a termination clause, it is in principle terminable under that clause, subject to further requirements of reasonableness and fairness (Hoge Raad 16 May 2025, ECLI:NL:HR:2025:763).

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.
Commercial Code (Wetboek van Koophandel): Article 1
Dutch Civil Code (Burgerlijk Wetboek) Book 3: Article 3:37
Dutch Civil Code Book 6: Articles 6:74, 6:119a, 6:217, 6:247, 6:248 and 6:265
Dutch Civil Code Book 7: Articles 7:428, 7:437, 7:442 and 7:911
UN Convention on Contracts for the International Sale of Goods (CISG), Articles 1 and 6
Hoge Raad 28 October 2011, ECLI:NL:HR:2011:BQ9854; Hoge Raad 16 May 2025, ECLI:NL:HR:2025:763

How can you contact our Dutch commercial lawyers?

MAAK Advocaten is based in Amsterdam. Contact our commercial law firm in Holland if you are negotiating a commercial contract, want to end a long-term agreement, or are in a dispute with a Dutch business partner. Read more about Dutch contract law.

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