What is a non-compete clause in a Dutch distribution agreement?

Published on 3 April 2026 · Last updated 28 October 2026

A non-compete clause in a Dutch distribution agreement stops the distributor from making or selling products that compete with the supplier’s products, or obliges it to buy more than 80% of its purchases of the contract goods and their substitutes from the supplier or a company the supplier designates. Under EU competition law, such a clause is exempted for a maximum of five years, and after the agreement ends for a maximum of one year under strict conditions (Articles 1(1)(f) and 5 of Regulation (EU) 2022/720).

This page is for foreign suppliers that want to tie a Dutch distributor to their brand, and for distributors that want to know whether such a clause binds them. You will read how long a non-compete may last, when a post-term clause is valid, what changes for franchising and premises owned by the supplier, and what you can do if the clause goes too far. The general rules on prices, exclusivity and territories are on our main page on price agreements, exclusivity and territories between suppliers and distributors.

What counts as a non-compete clause in a distribution agreement?

Any direct or indirect obligation on the distributor not to manufacture, buy, sell or resell goods or services that compete with the contract goods. An obligation to buy more than 80% of all the distributor’s purchases of the contract goods and their substitutes from the supplier also counts (Article 1(1)(f) Regulation (EU) 2022/720).

The 80% threshold is calculated on the value, or where that is standard industry practice, the volume of the distributor’s purchases in the preceding calendar year. A clause does not have to say “non-compete” to be one. A volume target that in practice leaves no room for other brands, or a rebate that disappears as soon as the distributor buys elsewhere, can have the same effect. In Dutch contract practice the clause is also called a concurrentiebeding.

How long may a non-compete clause last during the agreement?

No longer than five years. A non-compete obligation that is indefinite or exceeds five years falls outside the block exemption (Article 5(1)(a) Regulation (EU) 2022/720). The block exemption only applies if the supplier and the distributor each have a market share of no more than 30% (Article 3(1)).

A clause that renews tacitly beyond five years can still be exempted if the distributor can effectively renegotiate or terminate the agreement with a reasonable notice period and at reasonable cost, so that it can switch suppliers after five years (Guidelines on vertical restraints, paragraph 248). A loan or equipment from the supplier must not make that switch impossible in practice. If the clause fails these tests, only the non-compete loses the exemption; the rest of the agreement can stay in force.

Situation	Maximum under the block exemption
Non-compete during the agreement	five years (Article 5(1)(a))
Tacitly renewable non-compete	allowed beyond five years only if the distributor can effectively renegotiate or terminate (Guidelines, paragraph 248)
Distributor sells from premises owned or leased by the supplier	for the period the distributor occupies those premises (Article 5(2))
Post-term non-compete	one year, limited to the premises and competing goods, and only to protect know-how (Article 5(3))
Confidentiality of know-how not in the public domain	no time limit (Article 5(3), last sentence)

When is a non-compete clause after the end of the agreement valid?

Only if all four conditions are met: it concerns competing goods or services, it is limited to the premises and land from which the distributor operated, it is strictly necessary to protect know-how transferred by the supplier, and it lasts no longer than one year after the agreement ends (Article 5(3) Regulation (EU) 2022/720).

Without transferred know-how, a post-term non-compete is hard to defend. A clause that bars a former distributor from the whole Dutch market for two years therefore falls outside the exemption. The supplier can still impose an unlimited obligation not to use or disclose know-how that has not entered the public domain. For a commercial agent, separate rules of Dutch contract law apply; see non-compete clauses in Dutch commercial agency contracts.

Are franchise agreements treated differently?

Yes. In a franchise system, a non-compete on the goods the franchisee buys can fall outside the cartel prohibition altogether if it is necessary to maintain the common identity and reputation of the network, for as long as the franchise agreement runs (Guidelines on vertical restraints, paragraph 166).

After the end of the agreement, Dutch law adds its own limits for franchisees established in the Netherlands. A post-term restriction is only valid if it is in writing, concerns only goods or services that compete with those covered by the franchise agreement, is strictly necessary to protect know-how the franchisor transferred to the franchisee, lasts no longer than one year after the agreement ends and covers no more than the area in which the franchisee operated the franchise formula (Article 7:920(2) Dutch Civil Code). A clause that does not meet these conditions is void, whatever law governs the franchise agreement (Article 7:922). A foreign franchisor cannot avoid this by choosing its own law. Read more on the Dutch Franchise Act.

What happens if a non-compete clause goes too far?

The clause loses the protection of the block exemption and is then tested against the cartel prohibition. If it restricts competition and does not meet the efficiency exception, it is void (Article 6(2) Dutch Competition Act).

The supplier then cannot enforce the clause, and any penalty linked to it falls away. Whether the rest of the agreement survives depends on whether it is inseparably linked to the void part (Article 3:41 Dutch Civil Code). In addition, a contractual rule does not apply to the extent that applying it would be unacceptable by standards of reasonableness and fairness (Article 6:248(2) Dutch Civil Code). That ground is applied with restraint between businesses, but it can play a role where a supplier invokes a non-compete after ending the relationship itself.

Do you want to enforce a non-compete against a Dutch distributor, or are you being held to one? Have a Dutch distribution lawyer check the clause against these rules first.

Your distributor starts selling a competing brand: what now?

Check first whether the clause is valid and still running. If it is, put the distributor on notice in writing and set a short deadline to stop. Then decide between performance, damages and termination.

Check the clause against the five-year limit, the market shares and, for a post-term clause, the four conditions of Article 5(3).
Collect evidence of the competing sales: orders, webshop screenshots, invoices and statements from customers.
Send a written notice of default with a reasonable period for compliance (Article 6:82 Dutch Civil Code).
In urgent cases, ask the Dutch court in summary proceedings for an order to stop, if necessary with a penalty payment (Article 254 Dutch Code of Civil Procedure).
Assess whether the breach justifies termination, and what that means for notice periods and compensation.

More on the court route in Dutch summary proceedings (kort geding).

Practical example: a Spanish coffee machine brand and its Dutch distributor

Suppose a Spanish manufacturer of coffee machines with a 15% market share appoints a Dutch distributor that has well under 30% of its purchasing market under a seven-year agreement that forbids competing brands for the full term and for two years afterwards anywhere in the Benelux.

The seven-year non-compete exceeds the five-year limit, and the post-term clause is too long and too wide. The distributor can rely on that if the supplier tries to enforce it. A valid version would limit the non-compete to five years, with a genuine right to switch suppliers afterwards, and limit any post-term restriction to one year, to the premises from which the distributor worked, and only where the manufacturer transferred real know-how, such as service and calibration methods.

When should you involve a Dutch lawyer for a non-compete clause?

When drafting or renewing a distribution agreement with a Dutch party, when a distributor takes on a competing brand, or when the agreement ends and the post-term clause becomes relevant.

MAAK Advocaten in Amsterdam advises foreign suppliers and Dutch distributors on non-compete and exclusivity clauses under Dutch and EU competition law. We draft and review clauses, negotiate amendments and act in summary proceedings and proceedings on the merits, in first instance and on appeal. See also our pages on Dutch distribution law and termination of a distribution agreement.

Frequently asked questions about non-compete clauses in Dutch distribution agreements

How long can a non-compete clause in a distribution agreement last?

Under Regulation (EU) 2022/720, a non-compete obligation during the agreement is exempted for a maximum of five years. A clause of indefinite duration or longer than five years falls outside the block exemption, unless the distributor sells from premises owned or leased by the supplier (Article 5(1) and (2)).

Is a post-term non-compete clause allowed for a distributor?

Only for a maximum of one year after the agreement ends, limited to competing goods and to the premises from which the distributor operated, and only where it is strictly necessary to protect know-how transferred by the supplier (Article 5(3) Regulation (EU) 2022/720).

Is an exclusive purchasing obligation a non-compete clause?

Yes, if it obliges the distributor to buy more than 80% of all its purchases of the contract goods and their substitutes from the supplier or a supplier it designates (Article 1(1)(f) Regulation (EU) 2022/720). The same five-year limit then applies.

What happens if a non-compete clause in a distribution agreement is too broad?

The clause loses the block exemption. If it restricts competition and does not meet the efficiency exception, it is void under Article 6(2) of the Dutch Competition Act, and the supplier cannot enforce it. The rest of the agreement usually remains valid.

Can a foreign franchisor impose a longer post-term non-compete on a Dutch franchisee?

No. For franchisees established in the Netherlands, a post-term restriction may last no longer than one year and must meet the conditions of Article 7:920(2) Dutch Civil Code. A clause that does not, is void, whatever law governs the agreement (Article 7:922).