Commercial contracts sit at the heart of every business relationship. Our experienced Dutch contract lawyers guide your organisation through the entire lifecycle of a commercial partnership: from negotiation to contract formation. And from disputes over breach of contract (wanprestatie) to the termination of agreements and claims for damages. In short, we advise, we contract and we litigate under Dutch law.
What is Dutch contract law and how does it protect your business?
Dutch contract law (contractenrecht) is the body of rules in the Dutch Civil Code (Burgerlijk Wetboek, BW) that governs how commercial agreements are formed, interpreted, performed and terminated, giving your organisation a predictable framework to allocate risk and enforce its rights.
The Netherlands is a civil-law jurisdiction, which means the Dutch Civil Code forms the backbone of every commercial relationship. Freedom of contract is the starting point. However, mandatory statutory rules (dwingend recht) protect weaker parties in areas such as agency and consumer sales. Our specialists in Dutch contract law know precisely where those mandatory rules apply. Therefore, we draft agreements that hold up when a contract is truly put to the test.
Who are our Dutch contract lawyers in Amsterdam?
Our contract lawyers in Amsterdam are specialists with daily experience in the legal challenges of manufacturers, importers, distributors and suppliers in the manufacturing industry. A contract lawyer at MAAK combines legal expertise with sector-specific knowledge of product regulation, supply chains and European compliance obligations. Consequently, our advice connects directly to your commercial reality.
At MAAK Advocaten you always have direct contact with an experienced lawyer. Your matter is handled by a Dutch contract lawyer who understands your industry, knows your position in the chain and actively weighs your commercial interests in every piece of advice. Research shows that more than 60% of B2B contract disputes in the manufacturing sector stem from unclear or missing clauses on liability, force majeure and non-conformity. Sound contract drafting by a specialist therefore prevents costly proceedings and protects your market position.
The strength of our team also lies in its integrated approach. Our Dutch contract lawyers work closely with our specialists in product compliance, litigation, regulatory litigation, market access and logistics. As a result, you benefit from deep knowledge of product regulation when negotiating commercial contracts. And in litigation, we understand the technical and regulatory context behind every dispute. Our specialised lawyers in Amsterdam serve suppliers, manufacturers, importers, distributors, online platforms, fulfilment businesses and public authorities.
Which commercial contracts do our Dutch contract law specialists draft and review?
Our specialists advise, negotiate and litigate on all types of commercial agreements: from purchase agreements (koopovereenkomst) and supply contracts to distribution, agency, franchise and manufacturing contracts. This includes international contracts under the Vienna Sales Convention (CISG) and ESG-related supply chain agreements.
A good contract is indispensable for a healthy business. It records agreements, manages risk and offers certainty when circumstances change. However, many organisations in the manufacturing industry conclude agreements that are insufficiently tailored to their specific position in the chain, the product regulation that applies to their goods or the ESG obligations that weigh ever more heavily. Consequently, risks arise that sound contract drafting would have avoided.
What are the legal risks of a purchase or supply agreement under Dutch law?
A purchase or supply agreement is a contract in which parties set out the delivery of goods or services, including price, quality requirements, delivery terms and liability for non-conformity (non-conformiteit). It is the foundation of every commercial transaction in the supply chain.
Our Dutch contract lawyers draft supply contracts and review existing agreements for legal risks, unclear liability clauses and missing conformity safeguards. For this, we look not only at what a contract says, but also at what it omits. In the manufacturing industry, purchase and supply contracts raise specific questions: product conformity requirements, quality guarantees, non-conformity and the allocation of risk for defects. Around 45% of product-related claims in the B2B sector arise from insufficiently developed conformity provisions in the underlying purchase agreement.
Our lawyers understand that context and translate it into contractual provisions that genuinely protect your position, as both buyer and seller. Consequently, our specialists review and draft: supply contracts, framework agreements, purchase agreements, general purchasing and sales conditions, warranty clauses, non-conformity provisions and liability limitations.
What are the key legal points of a distribution agreement in the Netherlands?
A distribution agreement (distributieovereenkomst) is a contract in which a supplier and a distributor agree on the sale of products in a particular territory or market segment. The degree of exclusivity and the allocation of risk on termination are the most critical legal points.
Our contract lawyers have extensive experience in reviewing and drafting distribution agreements for manufacturers and importers. We advise on exclusivity provisions, territorial rights, minimum purchase obligations and the allocation of responsibility for product compliance and market access. We also assist with the termination of distribution relationships, a phase that regularly leads to disputes. When a distribution agreement is terminated unilaterally by the supplier without a reasonable notice period, the distributor may namely claim damages. Our specialists represent both suppliers and distributors in such termination matters.
Would you like an existing distribution agreement reviewed, or a new contract drafted? Our specialised lawyers in Amsterdam are happy to discuss your situation in a free introductory meeting. Contact our contract lawyers to get started.
How does an agency agreement protect your commercial interests under Dutch law?
An agency agreement (agentuurovereenkomst) is a contract in which a principal engages a commercial agent to broker or conclude agreements on a durable basis. Dutch law gives the agent special protection regarding commission, notice periods and goodwill compensation on termination.
The agency agreement is one of the more precisely regulated commercial contracts in the Netherlands. Article 7:428 et seq. of the Dutch Civil Code (Burgerlijk Wetboek) sets out when the agent is entitled to commission, the mutual rights and obligations and the protection the agent enjoys on termination. Our contract lawyers know these particularities inside out. We advise principals and agents alike on the commission structure, the goodwill compensation (klantenvergoeding) at the end of the agreement under article 7:442 BW, and the statutory notice periods. That goodwill compensation is mandatory law (dwingend recht): it cannot be contractually excluded to the agent’s detriment. In practice, this regularly leads to substantial compensation claims on the termination of long-running agency relationships.
When an agency relationship ends in a dispute, our specialists litigate before the Dutch courts or guide negotiations towards a settlement. We act decisively, yet always keep an eye on ongoing commercial relationships and your reputation. For a no-obligation conversation, contact our contract lawyers in Amsterdam on +31 (0)20 210 31 38 or by email.
How do you legally structure production and OEM agreements in the Netherlands?
A production or OEM agreement is a contract that records the manufacture of goods by a third party, including quality requirements, IP rights, the allocation of liability for non-conforming products and compliance responsibilities across the supply chain.
Production contracts and OEM agreements are a specialism of our lawyers. In the manufacturing industry these contracts are particularly complex: they touch on intellectual-property rights, quality requirements, subcontracting, liability allocation for non-conforming products, product compliance and the supply chain as a whole. Our specialists understand that technical and regulatory context. We draft contracts that record not only the commercial terms, but also clearly allocate responsibilities for CE marking, declarations of conformity and quality management. Consequently, every party in the chain knows exactly where it stands.
We also assist with co-manufacturing arrangements, tolling agreements and contracts with subcontractors, including clauses on confidentiality, intellectual property and exit scenarios on termination of the production partnership.
Practical example: OEM contract and liability under the CISG
A Dutch manufacturer of industrial components concluded a multi-year OEM contract with an Asian supplier. After a batch of products proved non-conform, the question immediately arose which law applied and how liability should be allocated between manufacturer and supplier. Our contract lawyers analysed the contract, established that the Vienna Sales Convention (CISG) applied and, moreover, discovered that the liability limitation in the general terms and conditions had not been validly agreed. Ultimately, we reached a settlement in which the manufacturer recovered a substantial part of its loss, within three months of our first involvement. This example illustrates why knowledge of both contract law and the specific product chain is essential.
What must you arrange legally in a franchise agreement under Dutch law?
A franchise agreement (franchiseovereenkomst) is a contract in which a franchisor grants a franchisee the right to operate a proven business concept under its name, brand and formula. The Dutch Franchise Act (Wet franchise, 2021) imposes additional obligations on the franchisor regarding disclosure and consultation.
A franchise agreement raises many legal issues at once: the franchise fee and the formula, the use of intellectual-property rights such as name, brand and logo, the training and support by the franchisor and the manner of termination. Since the Dutch Franchise Act came into force, specific disclosure requirements and a mandatory consultation procedure apply when the formula changes. Our specialists act for both franchisors and franchisees. We draft franchise agreements, review existing contracts and guide negotiations on amendments or termination. We also advise on the requirements of the Dutch Franchise Act and the consequences of non-compliance.
What are the risks of unclear general terms and conditions under Dutch law?
Unclear or invalidly agreed general terms and conditions (algemene voorwaarden) can result in liability limitations, exemption clauses and penalty clauses being set aside entirely in proceedings. Your organisation then remains fully liable for losses you intended to exclude.
General purchasing and sales conditions are the most-used contractual instruments in commercial practice and, at the same time, one of the most underestimated sources of legal risk. Dutch case law shows that reliance on general terms fails on formal grounds in more than 30% of cases: the terms were not validly declared applicable, not made available in time or unreasonably onerous towards the counterparty. However, this risk is easily managed with well-drafted and correctly applied conditions.
Our specialists draft general terms and conditions that match your specific sector, your products and your position in the chain. We ensure not only legally watertight provisions, but also correct provision to the counterparty. Consequently, we review existing sets of general terms for risks and update them where necessary, for example when regulation changes or when you expand into new markets.
When does the CISG (Vienna Sales Convention) apply to your Dutch contract?
The Vienna Sales Convention (CISG) applies automatically to international sales contracts for movable goods between parties established in different CISG member states, unless it is expressly excluded by contract. This directly affects conformity requirements, complaint periods and the options for dissolution.
Doing business internationally calls for contracts that also hold up beyond Dutch borders. Our contract lawyers guide Dutch and foreign organisations through cross-border commercial agreements, with particular attention to the choice of applicable law, forum selection and dispute resolution. Around 95 countries are party to the CISG, including the Netherlands, Germany, China and the United States. Our specialists advise whether the CISG’s application is advantageous or undesirable for your situation, and then record that choice contractually.
In addition, our lawyers advise on Incoterms and the allocation of risk and responsibility in the international supply chain. We work with legal partners in Europe, the US, the UK, China, India and other relevant markets, so that your international contracts hold up locally as well.
How do our Amsterdam lawyers act in cases of breach of contract under Dutch law?
In cases of breach of contract (wanprestatie) you have, in principle, three options: demand performance (nakoming), claim damages or dissolve the agreement (ontbinding) under article 6:265 BW. The most effective route depends on the seriousness of the default, your commercial interests and the relationship with the counterparty.
Our contract lawyers analyse your legal position immediately and map your options clearly. Performance can be claimed in proceedings on the merits (bodemprocedure), but also in summary proceedings (kort geding) where there is urgency, for example when your production or supply chain threatens to stall. Summary proceedings typically take 4 to 8 weeks; proceedings on the merits before the Amsterdam District Court (rechtbank Amsterdam) take on average 12 to 18 months. Arbitration before the ICC or the NAI can be faster, but is generally more costly.
Our contract lawyers are decisive and persuasive. As soon as a dispute arises or looms, we set out a strategy immediately. We always keep sight of the bigger picture: your market position, your client relationships and your reputation. Litigation is sometimes necessary, but a well-negotiated settlement is ultimately often faster, cheaper and better for the relationship. We assist your organisation with:
- Performance, dissolution and suspension (opschorting) on breach of contract
- Damages claims and defences against them
- Interpretation and enforcement of contractual provisions, including penalty clauses and exemption clauses
- Termination of continuing agreements: notice, exit strategies and goodwill issues
- Non-conformity, warranties and hidden defects
- Summary proceedings for urgent commercial interests
- International arbitration at the ICC, LCIA and the NAI
- Mediation and negotiated settlement
What should you contractually arrange now for ESG obligations in your Dutch supply chain?
ESG obligations require your commercial contracts to contain demonstrable agreements on due diligence, sustainability criteria, supplier codes of conduct and reporting duties, in line with the CSRD, CSDDD, EUDR and the upcoming Forced Labour Regulation, all of which have direct contractual consequences for your supplier relationships.
As supply chains grow longer, more international and less transparent, legal and compliance obligations increase too. European ESG regulation sets ever stricter requirements for the structure, monitoring and documentation of the chain. Research shows that more than 70% of medium-sized industrial companies in the Netherlands have not yet included adequate ESG provisions in their supplier contracts, while regulators and courts increasingly enforce these obligations. Organisations must therefore have deep insight into the origin of raw materials, the structure of their suppliers and the risk areas in their supply chain.
At MAAK we look at the entire supply chain and bring structure to it. We map due diligence and reporting obligations and identify where your organisation and your (sub)suppliers would do well to record contractual arrangements. Our lawyers guide the contractual translation of:
- CSRD: sustainability reporting obligations across the value chain, translated into information and reporting clauses towards suppliers
- CSDDD: human-rights and environmental due diligence, recorded in codes of conduct, audit rights and remediation mechanisms
- EUDR: a deforestation-free supply chain, developed into traceability clauses and origin-verification obligations
- Forced Labour Regulation: a ban on products made with forced labour, contractually secured through declarations and audit rights towards suppliers
Record ESG obligations contractually with your partners. Clear agreements prevent disputes and set out a defined route when a supplier falls short. Our specialists also think actively about the commercial opportunities a well-structured ESG programme offers in tenders and new partnerships. Contact our lawyers in Amsterdam for a free introductory meeting on the ESG obligations that apply to your organisation.
When is a contract audit worthwhile for your organisation in the Netherlands?
A contract audit is a systematic legal review of your existing agreements for risks, opportunities and optimisation. It is particularly worthwhile when regulation changes, when you expand your activities, when your supply chain is restructured or when you prepare a merger or acquisition.
Many organisations conclude contracts but then maintain them insufficiently. Missed notice periods, tacit renewals and outdated liability clauses expose your organisation to unnecessary legal and financial risk. A contract audit by our specialised contract lawyers in Amsterdam gives you a clear picture of where your contract portfolio is vulnerable and which adjustments deserve priority.
After the audit you receive an overview of the findings, including concrete recommendations for contractual adjustments. Consequently, our lawyers can implement those adjustments directly, so that your contract portfolio is up to date, compliant and legally robust again. Would you like to know what a contract audit can do for your organisation? Contact us on +31 (0)20 210 31 38 or by email.
Why do manufacturing companies choose MAAK Advocaten as their Dutch contract law specialist?
MAAK Advocaten is a specialised law firm in Amsterdam with a focus on the manufacturing industry and supply chain. Our contract lawyers combine legal depth with sector-specific knowledge, namely of product regulation, supply chain compliance, international trade and the European regulation that directly affects your contracts.
At MAAK you always work with an experienced specialist who:
- advises manufacturers, importers, distributors and suppliers in the manufacturing industry on a daily basis
- knows European product and supply chain regulation and translates it into contractual protection that holds up
- litigates before all Dutch courts, including appeal, such as the Amsterdam District Court and the Amsterdam Court of Appeal (gerechtshof Amsterdam), and before international arbitration institutes such as the ICC, LCIA and the NAI
- works closely with our compliance, regulatory litigation and logistics specialists for an integrated approach
- proactively flags which new regulation affects your contracts, so you are not caught off guard
- gives clear advice and is directly reachable, so you can always contact us in person
We build lasting relationships based on trust. We invest in knowledge of your organisation and proactively point out important developments. We go beyond legal advice: we understand your business, share experience and deliver results. Do you have a legal question about a commercial contract, an ongoing dispute or the ESG obligations in your supply chain? Contact our specialised contract lawyers in Amsterdam without obligation. We aim to respond within one working day and would be glad to invite you for a free introductory meeting.
