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A distribution agreement in the Netherlands is a long-term contract in which a distributor buys products from a supplier and resells them in its own name and for its own account. Dutch law has no separate statute for it: the contract applies, together with the general rules of the Dutch Civil Code such as reasonableness and fairness (Article 6:248 DCC), and competition law.
That makes the written contract decisive. As a Dutch lawyer at MAAK Advocaten in Amsterdam, I draft and negotiate distribution agreements for foreign suppliers that appoint a Dutch distributor, and for distributors that represent a foreign brand in the Netherlands. This page explains what a Dutch distribution agreement should contain, which law applies, how far exclusivity may go and how the relationship can end, so that you can have a Dutch distribution agreement lawyer draft or review yours with the right questions in mind.
What is a distribution agreement under Dutch law?
A distribution agreement is an unnamed contract (onbenoemde overeenkomst): the Dutch Civil Code contains no title on distribution. The distributor buys the products and carries the commercial risk of reselling them. Each individual delivery under the agreement is, as a rule, a sale: the seller undertakes to deliver a thing and the buyer to pay a price in money (Article 7:1 DCC).
Because there are no specific statutory rules, the parties decide almost everything themselves: products, territory, exclusivity, targets, prices, duration and termination. Two sets of rules still apply whatever the contract says. Reasonableness and fairness can add obligations to the contract and can set aside a contractual rule where applying it would be unacceptable (Article 6:248(1) and (2) DCC). And competition law limits restrictions on territory, customers and resale prices. A dealer agreement (dealerovereenkomst) works the same way; see dealer contract in the Netherlands.
Is a Dutch distributor the same as a commercial agent?
No. A commercial agent (handelsagent) does not buy the products. The agent negotiates contracts for the principal against remuneration and may conclude them in the principal’s name and for its account (Article 7:428(1) DCC). Commercial agency has its own statutory regime in Articles 7:428–7:445 DCC; distribution does not.
The difference matters most at the end of the relationship. A commercial agent can be entitled to a goodwill indemnity (klantenvergoeding) of at most one year’s remuneration (Article 7:442 DCC). That statutory indemnity is a rule for agents. A distributor has no statutory claim of that kind; whether it receives anything on termination depends on the contract and on reasonableness and fairness (see below). If you are still choosing a sales model, read the difference between distribution and agency under Dutch law.
Which law governs a distribution agreement with a Dutch party?
The law the parties choose. Before a Dutch court (and the courts of the other EU Member States except Denmark), a contract is governed by the law chosen by the parties, expressly or clearly demonstrated by the contract or the circumstances (Article 3(1) Rome I Regulation (EC) No 593/2008).
Without a choice, a distribution contract is governed by the law of the country where the distributor has its habitual residence (Article 4(1)(f) Rome I). For a foreign supplier with a Dutch distributor, that will usually be Dutch law. The individual sales under it are separate contracts: without a choice, they follow the supplier’s law (Article 4(1)(a)). If both parties are established in a state that is party to the UN Sales Convention, such as the Netherlands, Germany or the United States (the United Kingdom is not), the UN Sales Convention (CISG) applies to those sales unless you exclude it (Articles 1 and 6 CISG). Choose the governing law deliberately, and agree in the same clause which court or arbitral tribunal decides disputes. Arbitration is an option for cross-border relationships; see Dutch arbitration on termination of a distribution agreement.
What should a distribution agreement in the Netherlands contain?
At least the clauses that decide disputes later: who sells what, where and to whom, on which terms, for how long, and what happens at the end. Dutch law does not prescribe these clauses, so anything you leave out is filled in by general contract law and reasonableness and fairness (Article 6:248(1) DCC), which is less predictable than your own wording.
| Clause | What to settle |
|---|---|
| Parties and independence | The distributor buys and resells in its own name and for its own account; it is not an agent of the supplier. |
| Products | Which products and brands are covered, and how new products are added or removed. |
| Territory and customers | The territory (the Netherlands, Benelux or more), customer groups, accounts the supplier keeps for itself, and online sales. |
| Exclusivity | Exclusive, sole or non-exclusive; what happens to exclusivity if targets are missed. |
| Targets and purchase obligations | Minimum purchases or sales, how they are measured, and the consequence of missing them. |
| Orders, prices and payment | Ordering procedure, price lists and price changes, delivery terms, payment terms, and which general terms and conditions apply to each order. |
| Brand and marketing | Use of trademarks, marketing obligations, reporting and market information. |
| Duration and termination | Fixed or indefinite term, renewal, notice periods, grounds for immediate termination. |
| After the end | Remaining stock, open orders, customer data, warranty and service obligations, any non-compete. |
| Law and disputes | Governing law and the competent court or arbitration. |
Prices deserve separate care: you may agree purchase prices with your distributor, but not a fixed or minimum price at which it resells (see the competition section below and price agreements, exclusivity and territories in distribution).
Do you need a written distribution agreement in the Netherlands?
Not legally, but in practice yes. Unless the law provides otherwise, declarations can be made in any form and can be implied by conduct (Article 3:37(1) DCC). A distribution relationship can therefore exist without a signed contract.
The Batavus case shows what that means. A bicycle maker argued that it had only concluded separate sales with a dealer, not a long-term agreement. The court of appeal rejected that argument, and the Supreme Court added that an obligation to place orders is not a precondition for a long-term agreement (duurovereenkomst) (Supreme Court 16 September 2011, ECLI:NL:HR:2011:BQ2213, r.o. 3.6). Once a relationship counts as a long-term agreement, the termination rules below apply to it, whether or not anything was signed. A written contract lets you decide those rules yourself.
How far can exclusivity, territory and pricing go under competition law?
Further than many suppliers think, but not without limits. Agreements that restrict competition are prohibited by Article 101(1) TFEU and, on the Dutch market, by Article 6(1) Dutch Competition Act; under Dutch law they are void by operation of law (Article 6(2) Dutch Competition Act). Agreements covered by an EU block exemption regulation are also exempt from the Dutch prohibition (Articles 12 and 13 Dutch Competition Act).
For distribution, the relevant one is the Vertical Block Exemption Regulation (Commission Regulation (EU) 2022/720). It exempts vertical agreements (Article 2(1)) if neither the supplier’s nor the buyer’s market share exceeds 30% of the relevant market (Article 3(1)). Within that safe harbour:
- Resale prices: you may recommend a resale price or set a maximum, but you may not fix the distributor’s resale price or impose a minimum, also not through pressure or incentives (Article 4(a)).
- Exclusive territories: in an exclusive distribution system the supplier allocates a territory or customer group exclusively to itself or to at most five buyers (Article 1(1)(h)). You may restrict your other buyers from actively selling into that territory (Article 1(1)(h)), but restricting passive sales, such as answering unsolicited orders, is generally a hardcore restriction (Article 4(b) to (d)).
- Online sales: preventing the distributor from effectively using the internet to sell is a hardcore restriction (Article 4(e)).
- Non-compete: a non-compete obligation during the agreement is exempted for at most five years; an indefinite one is not (Article 5(1)(a)). A non-compete after the agreement ends is exempted only in narrow cases, for at most one year (Article 5(1)(b) and (3)).
Competition law also reaches termination. In Batavus, the Supreme Court held that a termination resulting from a prohibited concerted practice with other distributors falls under the nullity of Article 6(2) Competition Act (ECLI:NL:HR:2011:BQ2213, r.o. 3.12). More detail: non-compete clauses in Dutch distribution agreements and breach of exclusivity.
How does a distribution agreement in the Netherlands end?
A fixed-term agreement runs until its end date; an agreement for an indefinite period can in principle be terminated by notice. If the law and the contract do not regulate termination, reasonableness and fairness can require a sufficiently weighty reason for it (Supreme Court 28 October 2011, ECLI:NL:HR:2011:BQ9854, r.o. 3.5.1).
For distribution, the Supreme Court set this rule in 1999: a distribution agreement is not always terminable without reason, and whether a notice ends it depends on reasonableness and fairness in the circumstances. In that case, the notice did not end the agreement (Supreme Court 3 December 1999, ECLI:NL:HR:1999:AA3821, r.o. 3.6–3.7). In Auping, a later distribution case, the Supreme Court made clear that the circumstances do not automatically require a weighty reason; they can instead require a longer notice period or an offer of (damages) compensation (Supreme Court 14 June 2013, ECLI:NL:HR:2013:BZ4163, r.o. 3.7).
A contractual termination clause applies in principle. Even so, reasonableness and fairness can add requirements where the law and the contract leave room for them, and relying on the clause can be unacceptable in the circumstances (Supreme Court 2 February 2018, ECLI:NL:HR:2018:141, r.o. 3.6.3–3.6.4; a licence agreement, decided on the general rules for long-term contracts). Separately, a party can dissolve (ontbinden) the agreement for any failure in performance, unless the failure, given its special nature or minor importance, does not justify dissolution; where performance is still possible, the other party must first be in default (Article 6:265 DCC). Dissolution is effected by written notice or by the court (Article 6:267 DCC). Notice periods and remedies are covered in termination of a distribution agreement in the Netherlands.
Can a Dutch distributor claim compensation when the agreement ends?
Not by statute. The goodwill indemnity of Article 7:442 DCC applies only to commercial agents. A distributor’s claim on termination rests on reasonableness and fairness: depending on the circumstances, the terminating party may have to observe a longer notice period or offer compensation (ECLI:NL:HR:2013:BZ4163, r.o. 3.7).
Which circumstances count depends on the case. In Auping, the distributor had depended on the brand for more than half of its turnover for 8.5 years; according to the Supreme Court, such circumstances do not automatically require a weighty reason, but they can call for a longer notice period or compensation (r.o. 3.2 and 3.7). There is no fixed formula. For a supplier, the practical lesson is to agree notice periods and end-of-term arrangements in advance; for a distributor, to document its dependence from the start.
What do you do when your Dutch distributor or supplier gives notice?
Keep the business running first and sort out the legal position alongside it. A notice of termination puts sales, stock and customer relationships under pressure at the same time. In that situation I work through the same order every time:
- Collect the contract and the history: the signed agreement or, if there is none, the correspondence, order history and price lists that show what the parties actually did.
- Determine the rules: fixed or indefinite term, the termination clause, the governing law and the forum. These decide which notice period and which claims are on the table.
- Secure the commercial position: open orders, remaining stock, customer service and communication with customers during the notice period.
- Choose the route: a negotiated exit with a transition period, or, if that fails, summary proceedings (kort geding), proceedings on the merits or arbitration.
Received a notice or planning to send one? Ask a Dutch distribution agreement lawyer to assess the notice and the next steps.
Example: a foreign manufacturer appoints a Dutch distributor
Suppose a manufacturer of garden tools based outside the Netherlands wants a Dutch wholesaler to build its market in the Benelux. The wholesaler asks for exclusivity. The manufacturer agrees to exclusivity for the Benelux, linked to an annual minimum purchase, with the right to make the arrangement non-exclusive if the minimum is missed. It keeps two international retail chains as its own accounts. The contract does not fix the wholesaler’s resale prices, does not restrict passive sales, and limits the non-compete to five years during the agreement. It runs for an initial fixed term and then continues indefinitely with a written notice period; the parties also agree what happens to stock and customer data at the end. Dutch law and the competent Dutch court are chosen expressly. This example is an illustration, not a case.
When should you involve a Dutch lawyer?
Before you sign, and as soon as the relationship is ending. Before signing, a Dutch lawyer can check that exclusivity, territory, pricing and non-compete clauses stay within competition law, and that the termination clause says what you intend. When the relationship ends, the notice period, possible compensation and the handling of stock and customers have to be settled quickly. If your distributor operates without a written contract, have the relationship assessed before you change anything.
How does MAAK Advocaten help with distribution agreements?
When a foreign supplier asks me to set up a distribution agreement for the Netherlands, I start with the commercial plan, not the template: which products, which customers, what the distributor must achieve and how you want to be able to leave. Only then do we write the contract around that plan. My advice on exclusivity is to tie it to minimum targets, with the right to fall back to non-exclusive distribution if they are missed. That gives the distributor a reason to invest and gives you a way out that does not depend on terminating the whole relationship.
We act for suppliers and for distributors: in drafting and negotiation, in disputes about exclusivity, targets or termination, and in proceedings at first instance and on appeal, including summary proceedings and arbitration.
Which related topics should you read next?
- Termination of a distribution agreement in the Netherlands: notice periods, compensation and remedies.
- Price agreements, exclusivity and territories: the vertical competition rules in more detail.
- Distribution or agency: choosing a sales model for the Netherlands.
- Reseller agreement in the Netherlands and supply agreements in the Netherlands.
- Franchise law in the Netherlands, when your network goes beyond distribution.
Frequently asked questions about distribution agreements in the Netherlands
Is there a distribution act in the Netherlands?
No. A distribution agreement is an unnamed contract. The agreement itself applies, together with the general rules of the Dutch Civil Code, such as reasonableness and fairness (Article 6:248 DCC), and competition law. The statutory rules for commercial agents (Articles 7:428–7:445 DCC) do not apply to distributors.
Which law applies if the distribution agreement does not choose one?
Under the Rome I Regulation, a distribution contract without a choice of law is governed by the law of the country where the distributor has its habitual residence (Article 4(1)(f)). With a Dutch distributor, that usually means Dutch law. A clear choice of law and forum avoids that discussion.
Does a Dutch distributor have exclusivity automatically?
No. Exclusivity exists only if the parties agree on it. Define the territory, customer groups, products and online sales. Under the Vertical Block Exemption Regulation you may protect an exclusive territory against active sales by other distributors, but restricting passive sales is generally a hardcore restriction (Article 4(b) to (d)).
Can a supplier end an indefinite distribution agreement?
In principle, yes. Depending on the circumstances, reasonableness and fairness can require a sufficiently weighty reason, a longer notice period or an offer of compensation (Supreme Court 14 June 2013, ECLI:NL:HR:2013:BZ4163). A termination clause in the contract applies in principle, subject to reasonableness and fairness (Supreme Court 2 February 2018, ECLI:NL:HR:2018:141).
When should I contact a Dutch lawyer about my distribution agreement?
Before you sign, when you want to end the relationship, and as soon as you receive a notice of termination. MAAK Advocaten in Amsterdam drafts and reviews distribution agreements and acts for suppliers and distributors in negotiations and proceedings at first instance and on appeal.
Primary sources
- Dutch Civil Code (Burgerlijk Wetboek): Article 3:37, 6:248, 6:265, 6:267, 7:1, 7:428 and 7:442
- Dutch Competition Act (Mededingingswet): Article 6, Article 12 and Article 13; Treaty on the Functioning of the European Union, Article 101; UN Convention on Contracts for the International Sale of Goods (CISG), Articles 1 and 6
- Regulation (EC) No 593/2008 (Rome I), Articles 3 and 4
- Commission Regulation (EU) 2022/720 (Vertical Block Exemption Regulation), Articles 1–5
- Supreme Court (Hoge Raad): 3 December 1999, ECLI:NL:HR:1999:AA3821; 16 September 2011, ECLI:NL:HR:2011:BQ2213 (Batavus); 28 October 2011, ECLI:NL:HR:2011:BQ9854; 14 June 2013, ECLI:NL:HR:2013:BZ4163 (Auping); 2 February 2018, ECLI:NL:HR:2018:141
Talk to a Dutch distribution lawyer
Put your distribution plan or your notice of termination to me. I will tell you which rules apply to your agreement, what to change before you sign or before you end it, and I will act for you if a dispute follows. Contact our distribution agreement lawyers in Amsterdam.
