What Are the Rules for Price Agreements, Exclusivity and Territory Distribution Between Suppliers and Distributors Under Dutch Law?

Published on 2 November 2025 · Last updated 28 October 2026

Under Dutch and EU competition law, a supplier may give its distributors a recommended or maximum resale price, appoint exclusive distributors and ban active sales into another distributor’s territory, provided each party has a market share of no more than 30% and the contract contains no hardcore restriction (Articles 3 and 4 of Regulation (EU) 2022/720). Fixed or minimum resale prices are not allowed, and passive sales may only be restricted in a few listed cases.

This page is for foreign manufacturers, brand owners and importers that sell through distributors in the Netherlands, and for distributors that want to know what their supplier may impose. It explains the rules on resale prices, exclusivity, territories, online sales and non-compete clauses, and what happens if a clause goes too far. Agreements between competitors are covered on our page on prohibited price-fixing under Dutch law. Need your distribution agreement checked? See our distribution agreement lawyer in the Netherlands.

Which competition rules apply to a distribution agreement in the Netherlands?

Two sets of rules apply side by side: the Dutch cartel prohibition and, where trade between EU Member States may be affected, Article 101 TFEU. Both declare prohibited agreements void (Article 6(1) and (2) Dutch Competition Act; Article 101(1) and (2) TFEU).

Most vertical agreements are safe because of the EU block exemption for vertical agreements, Regulation (EU) 2022/720. An agreement exempted under an EU regulation is also allowed under Dutch law, even if it only affects the Dutch market (Articles 12 and 13(1) Dutch Competition Act). The block exemption applies if the supplier’s share of the market on which it sells and the buyer’s share of the market on which it buys are each no more than 30% (Article 3(1)). Market shares are calculated on data for the preceding calendar year; if a share later rises above 30%, the exemption continues for two consecutive calendar years after the year in which the threshold was first exceeded (Article 8(b) and (d)).

Can a supplier set the resale price of its distributors?

No. A supplier may recommend a resale price or impose a maximum price, but a fixed or minimum resale price is a hardcore restriction. A recommended price also becomes prohibited if the supplier enforces it through pressure or incentives (Article 4(a) Regulation (EU) 2022/720).

Indirect pressure counts. The European Commission gives examples such as fixing the distributor’s margin, capping discounts, making rebates or the reimbursement of promotional costs depend on a given price level, and threatening to cut supplies when a distributor sells below the recommended price (Guidelines on vertical restraints 2022, paragraphs 187 and 188). The Court of Justice held that an agreement on minimum resale prices can be shown by the conduct of the parties, including tacit acquiescence by distributors, and can be inferred from objective and consistent indications (Court of Justice 29 June 2023, C-211/22, Super Bock).

Resale price maintenance is discussed in more detail on our page on the prohibition of resale price maintenance.

Is exclusive distribution allowed under Dutch law?

Yes. A supplier may allocate a territory or customer group exclusively to itself or to a maximum of five distributors, and prohibit its other distributors from actively selling into it (Article 1(1)(h) Regulation (EU) 2022/720). Exclusivity is lawful as long as the market share thresholds are met and no hardcore restriction is added.

Restricting where or to whom an exclusive distributor sells is, in principle, a hardcore restriction (Article 4(b)). The regulation lists exceptions, including:

a ban on active sales by the exclusive distributor and its direct customers into a territory or customer group reserved to the supplier or allocated exclusively to a maximum of five other exclusive distributors;
a ban on sales to unauthorised distributors in a territory where the supplier runs a selective distribution system;
a restriction of the distributor’s place of establishment;
a ban on sales to end users by a distributor operating at wholesale level;
a restriction on selling components to customers who would use them to manufacture the same goods as the supplier.

If the distributor has to refuse customers who approach it on their own initiative, outside the listed exceptions, that is a hardcore restriction and the whole agreement loses the block exemption. Selective distribution has its own rules; a breach of an exclusivity promise by the supplier is a contract question, discussed under breach of exclusivity in a Dutch distribution agreement.

What is the difference between active and passive sales?

Active sales means targeting customers, for example by visits, e-mails, calls or targeted advertising. Passive sales means responding to unsolicited requests from individual customers. A supplier may ban active sales into an exclusive territory, but not passive sales (Article 1(1)(l) and (m) Regulation (EU) 2022/720).

Active sales include operating a website with a top-level domain for a particular territory and offering language options on a website that are commonly used in another territory than the distributor’s own. Passive sales include deliveries to such customers and sales resulting from public tenders or private invitations to tender. According to the European Commission, setting up an online store is a form of passive selling, as long as the seller does not actively target the specific customer or territory (Guidelines on vertical restraints, paragraph 212). A Dutch distributor that receives an order through its general webshop from a customer in Belgium, where another distributor has exclusivity, may therefore accept it.

Can a supplier restrict online sales or marketplaces?

A supplier may set quality requirements for online sales and, in principle, ban sales through online marketplaces. It may not prevent the distributor from effectively using the internet to sell; that is a hardcore restriction (Article 4(e) Regulation (EU) 2022/720).

Restrictions on the use of particular online channels, such as marketplaces, can generally benefit from the exemption if the distributor remains free to operate its own online store and to advertise online (Guidelines on vertical restraints, paragraphs 208 and 336). A different wholesale price for products sold online and offline (dual pricing) can also be exempted, unless it has the object of preventing the effective use of the internet to sell to particular territories or customers (paragraph 209).

Are you setting up a dealer network in the Netherlands, or has your supplier sent a new pricing policy? Have the agreement reviewed before you sign or enforce it.

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

During the agreement, no longer than five years. A non-compete obligation of indefinite duration or longer than five years falls outside the block exemption, and a post-term non-compete is only exempted under strict conditions for a maximum of one year (Article 5(1) and (3) Regulation (EU) 2022/720).

A non-compete obligation includes an obligation to buy more than 80% of all the distributor’s purchases of the contract goods and their substitutes from the supplier (Article 1(1)(f)). If such a clause goes too far, the exemption is lost only for that clause, not for the rest of the agreement. The rules, including the exceptions for franchising and for premises owned by the supplier, are explained on our page on the non-compete clause in a Dutch distribution agreement.

Does competition law apply to a commercial agent?

Largely not, if the agent bears no significant financial or commercial risk for the contracts it negotiates for the principal; the European Commission applies this test narrowly. In that case the obligations the principal imposes on the agent for those contracts, such as the prices and conditions at which the agent sells, fall outside the cartel prohibition (Guidelines on vertical restraints, paragraphs 30 and 41).

An agent who buys stock, invests in market-specific equipment or bears the risk of non-payment by customers is treated as a distributor for competition purposes. The label in the contract is not decisive. The contract law differences between both forms are set out on our page on the difference between distribution and agency under Dutch law.

What happens if a distribution clause goes too far?

A hardcore restriction removes the block exemption for the entire agreement. A prohibited agreement is void, the ACM can impose a fine, and a party that suffers damage can claim compensation.

The block exemption does not apply to vertical agreements that have a hardcore restriction as their object (Article 4). The parties may still prove that the agreement meets the conditions of the efficiency exception: efficiency gains, a fair share for users, no restrictions beyond what is needed and no elimination of competition (Article 6(3) and (4) Dutch Competition Act). The ACM can impose a fine of up to EUR 900,000 or, if higher, 10% of the company’s turnover, multiplied by the years the infringement lasted, with a maximum of four (Article 57(1) and (3)). Persons who ordered or directed the infringement can be fined too (Article 5:1(3) General Administrative Law Act). A claim for damages caused by a competition law infringement is time-barred five years after the infringement ended and the injured party knew of it, the damage and the liable person, and in any event after twenty years (Article 6:193s Dutch Civil Code).

How do you check a distribution agreement against competition law?

In five steps: market shares, hardcore restrictions, non-compete clauses, dual distribution and, if needed, an individual assessment. Do this before signing and again when your market share grows.

Define the market on which the supplier sells and the distributor buys, and check that both shares stay at or below 30% (Article 3 and 8 of the regulation).
Look for hardcore restrictions: fixed or minimum resale prices, bans on passive sales outside the listed exceptions, and preventing effective use of the internet (Article 4).
Check non-compete clauses: not longer than five years during the agreement, and a post-term clause only within the limits of Article 5(3).
If the supplier also sells directly to end customers (dual distribution), limit information exchange to what is directly related to the agreement and necessary to improve production or distribution (Article 2(4) and (5)).
If the agreement falls outside the block exemption, assess whether it meets the efficiency exception, and document that assessment.

Practical example: a Danish furniture brand and its Dutch dealers

Suppose a Danish furniture manufacturer with a 20% market share appoints three exclusive dealers in the Netherlands, each for a region, and none of the dealers has more than 30% of the market on which it buys. The draft contract forbids each dealer to sell to customers outside its region, sets a minimum shelf price and bans all online sales.

Three clauses need changing. The territorial clause may only ban active sales into another dealer’s region; customers who order from a dealer’s own webshop or visit its showroom must be served. The minimum price must become a recommended price without sanctions. The online ban can be replaced by quality standards and, in principle, a marketplace ban, as long as each dealer keeps its own webshop. With those changes, the exclusivity itself is covered by the block exemption.

When should you involve a Dutch lawyer for distribution and competition questions?

When you set up or revise a dealer network in the Netherlands, when your market share approaches 30%, when a distributor refuses a clause on competition grounds, or when the ACM asks questions about your pricing policy.

MAAK Advocaten in Amsterdam advises foreign manufacturers, importers and distributors on distribution and agency agreements under Dutch and EU competition law. We review and draft clauses on pricing, exclusivity and online sales, negotiate with the other party and act in disputes before the Dutch courts in first instance and on appeal. More background: Dutch distribution law and drafting a Dutch distribution agreement.

Frequently asked questions about price agreements, exclusivity and territories

Can a supplier impose a minimum resale price on a Dutch distributor?

No. A fixed or minimum resale price is a hardcore restriction under Article 4(a) of Regulation (EU) 2022/720. A supplier may recommend a price or set a maximum price, as long as pressure or incentives do not turn it into a fixed or minimum price.

How many exclusive distributors may a supplier appoint per territory?

A maximum of five. An exclusive distribution system allocates a territory or customer group exclusively to the supplier itself or to no more than five buyers (Article 1(1)(h) and Article 4(b) of Regulation (EU) 2022/720).

May a supplier forbid its distributor to sell outside its territory?

Only active sales into a territory reserved to the supplier or allocated exclusively to other distributors. Passive sales, in response to unsolicited requests from customers, may not be prohibited (Article 4(b) of Regulation (EU) 2022/720).

Can a supplier ban sales on Amazon or other marketplaces?

In principle yes, if the distributor may still operate its own online store and advertise online, according to the European Commission’s Guidelines on vertical restraints (paragraphs 208 and 336). A complete ban on online sales is a hardcore restriction.

What is the market share threshold for the vertical block exemption?

The supplier’s share of the market on which it sells and the buyer’s share of the market on which it buys must each be no more than 30% (Article 3(1) of Regulation (EU) 2022/720). If a share later exceeds 30%, the exemption continues for two calendar years.