Reseller Agreement in the Netherlands

Published on 24 April 2022 · Last updated 26 October 2026

A reseller agreement is a contract in which a supplier sells products to a reseller, who resells them in its own name and for its own account. No Dutch statute regulates it specifically. The contract applies, with the general rules of the Dutch Civil Code (DCC), such as reasonableness and fairness (Article 6:248 DCC) and, for each delivery, the rules on sale (Article 7:1 DCC).

This overview is written by a Dutch contract law lawyer. It explains how a reseller agreement is formed under Dutch law, which terms matter, how the agreement ends, who is liable and how disputes are resolved. Depending on the products, (EU) product safety laws and competition law can also play a role; this page does not discuss those in detail. Our team also advises on Dutch Distribution Law.

The first step is to establish who is the supplier and who is the reseller, and what exactly the reseller may sell, where and to whom. A supplier may, for example, grant exclusivity for a territory, set brand guidelines or require minimum purchases. Dutch law does not fill in these points for you, so put them in the agreement.

Also agree in advance what happens if one party fails to perform or wants to end the relationship. Questions about notice periods, remaining stock and customer data are much easier to settle before signing than in a dispute.

Is reselling legal in the Netherlands?

Yes. Buying goods and reselling them is in principle lawful in the Netherlands. There are limits, however:

Your contract: if you agreed with your supplier on restrictions, for example on territories, customer groups or sales channels, ignoring them is a failure to perform that can make you liable for damages (Article 6:74 DCC). Whether such restrictions are allowed is a question of competition law, which this page does not cover.
Trade mark law: a trade mark owner cannot prohibit the use of its mark for goods that it, or someone with its consent, has put on the market in the European Economic Area under that mark, unless it has legitimate reasons to oppose further commercialisation, especially where the condition of the goods has been changed or impaired after they were put on the market (Article 2.23(3) Benelux Convention on Intellectual Property). Reselling branded goods that were first put on the market outside the European Economic Area without the owner’s consent can therefore infringe the trade mark.
Consumer law: if you sell to consumers, the rules on consumer sales cannot be departed from to the buyer’s detriment, and the consumer’s rights in case of non-conforming goods cannot be limited or excluded (Article 7:6(1) DCC).
Product rules: for some products, product safety and sector-specific rules apply.

Reselling products bought from a vendor is therefore usually lawful, as long as you respect your agreement with the supplier, the rights of the trade mark owner and the rules that protect your own customers.

What is a Dutch reseller agreement?

Dutch law does not define the reseller agreement. In practice, the terms “reseller agreement” and “distribution agreement” are often used for the same type of contract: a long-term relationship in which the reseller buys products from the supplier and resells them at its own risk. The individual orders are, as a rule, sales contracts (Article 7:1 DCC). The framework agreement itself is an unnamed contract (onbenoemde overeenkomst), governed by the general rules of Books 3 and 6 DCC.

A reseller differs from a commercial agent (handelsagent). An agent does not buy the products. It negotiates contracts for the principal against remuneration, and may conclude them in the principal’s name and for its account, without being subordinate to the principal (Article 7:428(1) DCC). The statutory protection of commercial agents (Articles 7:428-7:445 DCC) does not as such apply to resellers. See the difference between distribution and agency under Dutch law.

A reseller agreement is formed by offer and acceptance (Article 6:217(1) DCC). Unless the law provides otherwise, statements can be made in any form and can even follow from conduct (Article 3:37(1) DCC). A reseller agreement therefore does not have to be in writing to be binding. A signed written contract is still strongly advisable, because it shows what was agreed.

Common types are exclusive reseller agreements (the reseller is the only reseller for a territory or customer group), non-exclusive agreements, and agreements in which the reseller adds its own services, such as installation or support (often called value-added reseller agreements). For software, a reseller usually passes on licences rather than goods, so the licence terms of the software owner matter as well.

How are reseller disputes resolved?

Dutch law does not apply automatically because one of the parties is Dutch. Which law governs the agreement depends on the contract and, if it contains no choice, on the rules of private international law. A clear clause on the governing law and on the competent court or arbitration avoids an extra dispute about these questions.

If the reseller buys goods from a supplier in another country, the UN Convention on Contracts for the International Sale of Goods (CISG) may apply to the individual sales. It applies to sales of goods between parties whose places of business are in different States, when those States are Contracting States, or when the rules of private international law lead to the law of a Contracting State (Article 1(1) CISG). The parties can exclude its application (Article 6 CISG). Choosing “Dutch law” does not in itself exclude the CISG, so say so expressly if you want to exclude it.

Dutch law does not require you to negotiate before going to court. Many reseller agreements nevertheless contain an escalation clause, for example talks between management first and then mediation. Such a clause is part of the agreement and binds the parties. If you reach a solution, record it in a settlement agreement (vaststellingsovereenkomst, Article 7:900 DCC).

The procedures before the Dutch courts and in arbitration are explained below, under “Which courts and procedures are available in the Netherlands?”.

Which terms belong in a Dutch reseller agreement?

Dutch law prescribes almost nothing about the content of a reseller agreement. The agreement is therefore the main source of rights and obligations, supplemented by the law, custom and reasonableness and fairness (Article 6:248(1) DCC). A good reseller agreement covers at least:

the products, the territory and the customer groups, and whether the reseller is exclusive, sole or non-exclusive;
prices, discounts, payment terms, and who bears costs such as transport and import duties;
ordering, delivery and the moment the risk passes;
minimum purchases or sales targets, and the consequences of missing them;
retention of title (eigendomsvoorbehoud): the supplier can remain owner of the goods until the price of the goods delivered under the agreement, and related claims for failure to perform, have been paid (Article 3:92(1)-(2) DCC);
warranties, complaints and returns;
liability and any limitation of liability;
the use of trade marks and marketing materials, and the sales channels the reseller may use, including online marketplaces;
duration, notice period and grounds for termination with immediate effect, and what happens with stock and customer data at the end;
the governing law, the competent court or arbitration, and whether the CISG applies.

A template is a useful starting point, but adapt it to Dutch law and to your products. Clauses taken from other legal systems, such as broad indemnities or exclusions of “consequential loss”, do not always have the effect under Dutch law that the drafter expected. See exclusion of liability for indirect damage in the Netherlands. If the supplier uses general terms and conditions, check whether they apply and how they relate to the agreement; the rules are discussed under “Which legal requirements apply to resellers?”.

Which rights and duties does a reseller have?

The law sets few specific duties for resellers. A reseller’s rights and duties follow mainly from the agreement, supplemented by the law, custom and reasonableness and fairness (Article 6:248(1) DCC). Supplier and reseller must also behave towards each other in accordance with the requirements of reasonableness and fairness (Article 6:2(1) DCC).

As a buyer, the reseller must pay for the goods it orders. If a delivery does not conform to the contract, it must notify the supplier within a reasonable time after it discovered, or reasonably should have discovered, the non-conformity. Otherwise it can no longer rely on it (Article 7:23(1) DCC). If the goods lack a property the supplier said they had, or the non-conformity concerns facts the supplier knew or should have known but did not disclose, notice within a reasonable time after actual discovery is enough. Claims based on the non-conformity become time-barred two years after that notice (Article 7:23(2) DCC). If the CISG governs the purchase, its own rule applies: notice within a reasonable time after the reseller discovered or ought to have discovered the non-conformity, and in any event within two years after the goods were actually handed over, unless this is inconsistent with a contractual period of guarantee (Article 39 CISG).

As a seller, the reseller must deliver goods that conform to the contract with its own customer (Article 7:17(1) DCC). Goods do not conform if, in view also of their nature and of the statements the seller made about them, they lack the properties the buyer was entitled to expect under the contract (Article 7:17(2) DCC).

If the supplier fails to perform, the reseller has the general remedies of Dutch contract law: performance, suspension, damages and dissolution. They are explained under “What happens if a party breaches the agreement?”. Whether the reseller can end the agreement early depends on the agreement and on the rules in the next section.

How does a termination clause work?

Dutch law distinguishes between termination by notice (opzegging), which ends a long-term agreement for the future, and dissolution (ontbinding) because the other party fails to perform. A termination clause usually covers both: the notice period and the grounds for termination with immediate effect.

If the agreement contains a termination clause, it can in principle be terminated on the basis of that clause. Where the law and the agreement leave room for it, reasonableness and fairness may impose further requirements, and relying on the clause can in some circumstances be unacceptable by standards of reasonableness and fairness (Article 6:248(2) DCC). An agreed notice period cannot be set aside on the basis of the supplementing effect of reasonableness and fairness alone, but the terminating party may in some circumstances have to offer compensation (Supreme Court 16 May 2025, ECLI:NL:HR:2025:763, grounds 3.2 and 3.4).

An agreement for an indefinite period without a termination clause can in principle be terminated. Reasonableness and fairness may, in view of the nature and content of the agreement and the circumstances of the case, require a sufficiently weighty reason, a certain notice period or an offer to pay (damages) compensation (Supreme Court 28 October 2011, ECLI:NL:HR:2011:BQ9854, ground 3.5.1). An agreement for a fixed term can, as a rule, not be terminated early unless the agreement allows it. Resellers have no statutory right to a goodwill indemnity: the indemnity of Article 7:442 DCC is a rule for commercial agents. See also termination of a distribution agreement in the Netherlands.

Dissolution is a separate remedy. Every failure to perform gives the other party the right to dissolve the agreement in whole or in part, unless the failure, given its special nature or minor importance, does not justify dissolution with its consequences (Article 6:265(1) DCC). To the extent performance is not permanently or temporarily impossible, the right arises only once the other party is in default (Article 6:265(2) DCC). Dissolution takes place by a written statement, or by the court on a claim (Article 6:267 DCC). It has no retroactive effect (Article 6:269 DCC), but performances already received must be undone (Article 6:271 DCC).

Whatever the ground for ending the agreement, regulate the consequences in advance: open orders, return or buy-back of stock, use of trade marks after the end, and customer data.

Which legal requirements apply to resellers?

Dutch contract law has no special rules for resellers. The general requirements below matter most.

Capacity. A person under 18 is a minor in the Netherlands, unless declared of age under Article 1:253ha DCC (Article 1:233 DCC). A minor can perform juristic acts with the consent of his or her legal representative, unless the law provides otherwise (Article 1:234(1) DCC). A juristic act by a person without capacity is voidable (Article 3:32(2) DCC). For a company, the persons authorised to represent it sign.

General terms and conditions. A clause in general terms can be annulled if it is unreasonably onerous for the other party, or if the user did not give the other party a reasonable opportunity to take note of the terms (Article 6:233 DCC). These grounds cannot be invoked by a legal entity as referred to in Article 2:360 DCC that, at the time the contract was concluded, had most recently published its annual accounts or to which Article 2:403(1) DCC had most recently been applied; nor by any other party for which 50 or more persons were working at that time, or for which a filing under the Trade Register Act 2007 showed that 50 or more persons were working (Article 6:235(1) DCC). A party that itself repeatedly uses the same or almost the same general terms cannot invoke them either (Article 6:235(3) DCC).

Between businesses that are not both established in the Netherlands, these rules on general terms (Articles 6:231-6:247 DCC) do not apply, whatever law governs the contract (Article 6:247(2) DCC). A party is established in the Netherlands if its principal place of business is there or, if the contract is to be performed by another branch, that branch is in the Netherlands (Article 6:247(3) DCC). If Dutch law governs the contract, a clause can then mainly be set aside where applying it would be unacceptable by standards of reasonableness and fairness (Article 6:248(2) DCC). Read more about general terms and conditions in the Netherlands.

Records. Anyone who runs a business must keep records of its financial position and of everything concerning the business, in such a way that its rights and obligations can be known at any time (Article 3:15i(1) DCC). Those records must be kept for seven years (Article 3:15i(2) DCC in conjunction with Article 2:10(3) DCC).

Who is liable under a Dutch reseller agreement?

Liability runs along the chain. The reseller is liable to its own customer if it fails to perform, for example by delivering non-conforming goods. Every failure in the performance of an obligation obliges the debtor to compensate the damage, unless the failure cannot be attributed to it (Article 6:74(1) DCC). A failure cannot be attributed if it is not due to the debtor’s fault and is not for its account by law, juristic act or generally accepted views (Article 6:75 DCC). The reseller can in turn claim against its supplier if the supplier failed to perform towards it.

If the reseller sold to a consumer and the consumer has exercised rights because of the non-conformity, the reseller has a statutory right to damages against the business from which it bought the goods (Article 7:25(1) DCC). This cannot be departed from to the reseller’s detriment (Article 7:25(2) DCC). The right does not exist if the non-conformity concerns facts the reseller knew or should have known, or is caused by something that happened after the goods were delivered to the reseller (Article 7:25(3) DCC). If the goods lack a property that the reseller itself said they had, the claim is limited to what the reseller could have claimed without that statement (Article 7:25(4) DCC).

Product liability is a separate regime. The producer is liable for damage caused by a defect in its product, subject to several defences (Article 6:185(1) DCC). A reseller can be treated as the producer: if it presents itself as producer by putting its name, brand or other distinguishing feature on the product; if it imports the product into the European Economic Area to sell it in the course of its business; or, if the producer cannot be identified, as supplier, unless it tells the injured party within a reasonable time who the producer or its own supplier is. The same applies to a product imported into the European Economic Area whose importer cannot be identified, even if the producer is known, unless the supplier names the importer or a supplier within the European Economic Area that supplied the product to it (Article 6:187(2)-(4) DCC). This liability covers death or personal injury, and damage to other property normally intended for private use and mainly used privately, with a threshold of € 500 (Article 6:190(1) DCC).

Damages compensate financial loss and, to the extent the law gives a right to it, other harm (Article 6:95(1) DCC). Financial loss includes both losses suffered and lost profit (Article 6:96(1) DCC). Parties can limit liability in their agreement, but if Dutch law applies, a party cannot rely on a limitation to the extent that would be unacceptable by standards of reasonableness and fairness (Article 6:248(2) DCC). Make sure the limitations in your agreement with customers match those in your agreement with the supplier, and check your insurance.

What obligations does a reseller have towards its supplier?

The obligations of a reseller towards its supplier follow first from the agreement. Typical obligations are paying on time, meeting any purchase or sales targets, following brand guidelines and respecting agreed territories or customer groups.

What other legal systems call good faith in contract law is expressed in Dutch law as reasonableness and fairness (redelijkheid en billijkheid). Creditor and debtor must behave towards each other in accordance with its requirements (Article 6:2(1) DCC). Reasonableness and fairness can add obligations to the contract, such as a duty to inform or to cooperate (Article 6:248(1) DCC). In exceptional cases, they can set aside a rule that applies between the parties (Article 6:248(2) DCC).

Information given before signing matters. A contract concluded under the influence of mistake (dwaling), which would not have been concluded with a correct view of the facts, is voidable: if the mistake is due to information from the other party, unless that party could assume the contract would have been concluded without it; if the other party should have informed the mistaken party, in view of what it knew or should have known about the mistake; or if the other party made the same incorrect assumption, unless it did not need to understand, even with a correct view of the facts, that this would keep the mistaken party from contracting (Article 6:228(1) DCC). Annulment cannot be based on a mistake that only concerns a future circumstance, or that should remain for the account of the mistaken party (Article 6:228(2) DCC).

There is no general duty of “full disclosure” beyond this; what each party must tell the other depends on the circumstances. A contract is also voidable if it was concluded through fraud (bedrog) (Article 3:44(1) DCC), for example a deliberately incorrect statement or deliberately keeping silent about a fact that had to be disclosed. Sales talk in general terms, even if untrue, is not in itself fraud (Article 3:44(3) DCC).

Statements the reseller makes to its own customers also count. They help determine which properties the buyer may expect, and therefore whether the goods conform to the contract (Article 7:17(2) DCC).

Which regulations govern reselling activities?

No single act governs reselling in the Netherlands. Depending on the products and the customers, several sets of rules apply alongside Dutch contract law:

the general rules of contract law in Books 3 and 6 DCC, and the rules on sale in Title 1 of Book 7 DCC;
the mandatory rules on consumer sales if you sell to consumers (Articles 7:5 and 7:6 DCC);
the rules on product liability (Articles 6:185-6:193 DCC);
trade mark law under the Benelux Convention on Intellectual Property, for the use of the supplier’s brand;
the duty to keep business records (Article 3:15i DCC);
product safety and sector-specific rules for certain products, and competition law for agreements on resale prices and territories. See the prohibition of resale price maintenance.

Failing to perform a reseller agreement can lead to a claim for damages, dissolution of the agreement or, if the parties agreed on it, forfeiture of a contractual penalty (boetebeding, Article 6:91 DCC). These consequences are explained below.

Have a proposed agreement reviewed before you sign it, especially the clauses on exclusivity, liability and termination.

Which rights should a reseller agreement give each party?

The agreement should state what the reseller may do: which products it may sell, in which territory and to which customers, through which channels, and how it may advertise them.

It should also deal with the supplier’s intellectual property. Reselling does not make the reseller owner of the supplier’s trade marks, designs or copyrights. Agree which marks and materials the reseller may use, whether it may register domain names or marketplace accounts with the brand, and what must happen with them when the agreement ends.

For the supplier, the main rights are payment, protection of its brand and, often, information about sales and stock. For the reseller, they are timely delivery of conforming goods, any agreed exclusivity, support, and a reasonable exit at the end of the relationship.

Disputes about these rights are best prevented by clear wording and by a clause on how disputes are handled. The available procedures are discussed in the next section.

Which courts and procedures are available in the Netherlands?

If talks fail, there are three main routes: the state courts, arbitration (if the parties agreed on it) and mediation (if both parties want it). For an overview of court proceedings, see litigation in the Netherlands.

Summary proceedings (kort geding). In urgent matters in which, given the interests of the parties, an immediate provisional measure is required, the preliminary relief judge can grant it (Article 254(1) Code of Civil Procedure). This can be used, for example, against a sudden delivery stop or the breach of an exclusivity clause. The decision is provisional; the dispute can still be brought before the court in proceedings on the merits.

Proceedings on the merits (bodemprocedure). These lead to a final decision, for example on damages or on whether a dissolution was justified.

Arbitration. If the parties agreed on arbitration, the dispute is in principle decided by arbitrators instead of the state courts. If the place of arbitration is in the Netherlands, the arbitral award can only be enforced in the Netherlands after the preliminary relief judge of the district court of the place of arbitration has granted leave for enforcement (Article 1062(1) Code of Civil Procedure).

Mediation. A mediator helps the parties to find a solution but does not decide the dispute. The outcome binds the parties once they agree on it, usually in a settlement agreement (Article 7:900 DCC).

What happens if a party breaches the agreement?

Every failure to perform gives the other party remedies under the Dutch Civil Code. Which one fits depends on whether you want to keep the relationship going or end it.

The table below gives an overview:

Remedy	What Dutch law says
Performance	You can ask the court to order the other party to perform, unless the law, the nature of the obligation or a juristic act provides otherwise (Article 3:296(1) DCC).
Suspension	If the other party does not perform, you may suspend the obligations that stand against its obligation; in case of partial or improper performance only to the extent the failure justifies it (Article 6:262 DCC).
Damages	Due for a failure that can be attributed to the other party (Article 6:74(1) DCC). As long as performance is not already permanently impossible, the other party must first be in default (Article 6:74(2) DCC). Default usually requires a written notice setting a reasonable period, and performance within that period failing to take place (Article 6:82(1) DCC); in some cases it occurs without notice (Article 6:83 DCC).
Dissolution	Possible for every failure to perform, unless its special nature or minor importance does not justify dissolution with its consequences; default is required where performance is not permanently or temporarily impossible (Article 6:265 DCC).
Contractual penalty	If agreed, the penalty replaces statutory damages, unless the parties agreed otherwise (Article 6:92(2) DCC). At the debtor’s request, the court can reduce it if fairness clearly requires so, but not below the statutory damages (Article 6:94(1) DCC).

Whether a breach also allows termination with immediate effect under the termination clause depends on its wording. Be careful: if you end the agreement or stop performing without a valid ground, you may yourself be the party that fails to perform.

What does a breach cost financially?

Damages under Dutch law are meant to compensate loss. The party that is liable must pay for financial loss and, to the extent the law gives a right to it, other harm (Article 6:95(1) DCC).

The main cost items after a breach are:

losses suffered and lost profit (Article 6:96(1) DCC);
reasonable costs to prevent or limit damage, to establish damage and liability, and to obtain payment out of court (Article 6:96(2) DCC);
a contractual penalty, if agreed; unless the parties agreed otherwise, it replaces statutory damages (Article 6:92(2) DCC);
the costs of legal proceedings, as decided by the court.

An ordinary breach of a reseller agreement is a civil matter between the parties: the consequences are those of contract law. Clear agreements on liability, penalties and notice periods make the financial risk easier to predict.

How do you protect your rights as a reseller?

Start with a written agreement that covers the points listed above, and keep your correspondence, orders and complaints.

Complain in time. If goods from your supplier do not conform to the contract, notify the supplier within a reasonable time after you discovered, or reasonably should have discovered, the problem (Article 7:23(1) DCC).

If you sell to consumers, you are the seller towards them. Their rights in case of non-conforming goods cannot be limited or excluded (Article 7:6(1) DCC). Make sure you can pass the problem on: Article 7:25 DCC gives you a statutory recourse claim against your business supplier, and the agreement can add warranties and indemnities.

Check the supplier’s general terms before signing. If both parties are established in the Netherlands and Article 6:235 DCC does not exclude you, you may be able to annul unreasonably onerous clauses (Article 6:233 DCC). In a cross-border relationship between businesses, that protection does not exist (Article 6:247(2) DCC), so negotiate the terms before you sign.

What should you check before signing a reseller agreement?

Before signing a reseller agreement, check at least the following:

who the contracting party is and who may sign on its behalf (check the Dutch trade register);
whether general terms apply, whose terms they are, and whether they conflict with the agreement;
exclusivity, territory, customer groups and permitted sales channels;
minimum purchases or targets, and what happens if they are not met;
the notice period, the grounds for termination with immediate effect, and what happens with stock at the end;
liability, warranties and retention of title;
the governing law, the competent court or arbitration, and the CISG.

Also check that the products may be resold where you want to sell them. For branded goods first put on the market outside the European Economic Area, the trade mark owner’s consent can be decisive (Article 2.23(3) Benelux Convention on Intellectual Property).

Consider insurance for product liability and recalls; the agreement can require the supplier, the reseller or both to take out such insurance.

For the drafting itself, see drafting a Dutch distribution agreement.

Frequently asked questions about reseller agreements in the Netherlands

What is a reseller agreement?

A reseller agreement is a contract in which a supplier sells products to a reseller, who resells them in its own name and for its own account. Dutch law has no specific rules for it: the agreement itself applies, together with the general rules of the Dutch Civil Code and, for each delivery, the rules on sale (Article 7:1 DCC). A reseller differs from a commercial agent, who does not buy the products but negotiates contracts for the principal (Article 7:428(1) DCC).

Is reselling legal in the Netherlands?

Yes, buying and reselling goods is in principle lawful. Limits follow from your agreement with the supplier, from trade mark law and from consumer law. A trade mark owner cannot oppose the resale of goods that it, or someone with its consent, put on the market in the European Economic Area under the mark, unless it has legitimate reasons, especially where the condition of the goods has been changed or impaired (Article 2.23(3) Benelux Convention on Intellectual Property).

What types of reseller agreements are there?

The most common types are exclusive agreements (one reseller per territory or customer group), sole agreements and non-exclusive agreements, and agreements in which the reseller adds its own services, such as installation or support. Dutch law gives a reseller no exclusivity unless the parties agree on it, so state clearly which type you choose.

What should a reseller agreement template include?

At least the products, territory and exclusivity, prices and payment terms, delivery and risk, minimum purchases, retention of title (Article 3:92 DCC), warranties and complaints, liability, use of trade marks, duration and termination, and the governing law and dispute resolution. Adapt any template to Dutch law; clauses from other legal systems do not always work as expected.

Is there a minimum age for signing a reseller agreement in the Netherlands?

Persons under 18 are minors, unless they have been declared of age (Article 1:233 DCC). A minor can enter into a contract with the consent of his or her legal representative, unless the law provides otherwise (Article 1:234(1) DCC). A contract concluded by a minor without the required consent is voidable (Article 3:32(2) DCC). In practice, most reseller agreements are signed on behalf of companies by their authorised representatives.

Primary sources

Dutch Civil Code (Burgerlijk Wetboek), Book 1: Articles 1:233 and 1:234
Dutch Civil Code, Book 2: Article 2:10
Dutch Civil Code, Book 3: Articles 3:15i, 3:32, 3:37, 3:44, 3:92 and 3:296
Dutch Civil Code, Book 6: Articles 6:2, 6:74, 6:75, 6:82, 6:83, 6:91, 6:92, 6:94, 6:95, 6:96, 6:185, 6:187, 6:190, 6:217, 6:228, 6:233, 6:235, 6:247, 6:248, 6:262, 6:265, 6:267, 6:269 and 6:271
Dutch Civil Code, Book 7: Articles 7:1, 7:5, 7:6, 7:17, 7:23, 7:25, 7:428, 7:442 and 7:900
Dutch Code of Civil Procedure (Wetboek van Burgerlijke Rechtsvordering): Articles 254 and 1062
Benelux Convention on Intellectual Property (BCIP): Article 2.23
UN Convention on Contracts for the International Sale of Goods (CISG): Articles 1 and 6
Supreme Court (Hoge Raad) 28 October 2011, ECLI:NL:HR:2011:BQ9854, ground 3.5.1
Supreme Court 16 May 2025, ECLI:NL:HR:2025:763, grounds 3.2 and 3.4

Conclusion

A reseller agreement under Dutch law is mostly what the parties make of it. The law adds reasonableness and fairness, the rules on sale and the remedies for breach, and the Supreme Court’s rules on terminating long-term agreements, with or without a termination clause.

Pay particular attention to exclusivity, liability, the termination clause and the governing law: the law says little about them, so the agreement decides.

If you sell to consumers, also take into account the mandatory consumer rules and make sure you have recourse against your supplier.

If you have any questions or require legal assistance for a reseller agreement in the Netherlands, please contact our Netherlands law firm.