Selling goods in the Netherlands

Published on 14 May 2022 · Last updated 28 October 2026

Selling goods in the Netherlands as a foreign company starts with choosing a sales route: direct sales to Dutch customers, a distributor, a commercial agent or a webshop. Each route has its own Dutch rules: agents are protected by mandatory law, distributors largely by their contract, and consumers by mandatory sales law. Get advice on the route and the contract before the first order ships.

This page is for manufacturers, exporters and brand owners outside the Netherlands who want to sell goods to Dutch business customers or consumers. You will read which sales routes exist, which law governs your sales, what your contract and terms must cover, which extra rules apply to consumers, and what to check before appointing a Dutch partner. The legal rules for one sale are explained in our page on the sale of goods under Dutch law.

Which sales routes can a foreign company use in the Netherlands?

There are four common routes: selling directly, appointing a distributor that buys and resells, appointing a commercial agent that negotiates on your behalf, or selling online to consumers. The route decides who owns the customer relationship, who bears the credit risk and which mandatory rules apply.

Route	How it works	Main Dutch rules
Direct sales (B2B)	You sell and invoice Dutch customers yourself	CISG or Book 7 Dutch Civil Code; your general terms
Distributor	The distributor buys from you and resells in its own name and for its own account	No specific statute; the contract, reasonableness and fairness, and competition law
Commercial agent (handelsagent)	The agent negotiates, and sometimes concludes, sales in your name and for your account, against commission	Mandatory agency rules, including a goodwill indemnity on termination (Articles 7:428 and 7:442 Dutch Civil Code)
Webshop to consumers	You sell online to Dutch consumers	Mandatory consumer sales law and the 14-day withdrawal right (Article 6:230o)

A distributor gives you less control over resale prices, because fixing them is generally not allowed under competition law. An agent gives you more control, but costs more to end. Read more on the difference between distribution and agency under Dutch law.

Which law applies when you sell goods to a Dutch buyer?

Between businesses in different countries that have both joined the UN Sales Convention, the CISG applies automatically, unless the contract excludes it (Article 1(1)(a) and Article 6 CISG). Otherwise, Dutch sales law in Book 7 of the Dutch Civil Code applies if Dutch law governs the contract.

The difference is practical. Under the CISG a buyer loses its claim if it does not give notice of a defect within a reasonable time, and in any event within two years after delivery (Article 39 CISG). Under Dutch law the buyer must also complain within a reasonable time, and a claim is time-barred two years after that notice (Article 7:23 Dutch Civil Code). Decide which regime you want and write it down. See the CISG in the Netherlands and excluding the CISG in general terms.

What must your sales contract with a Dutch customer cover?

At least the goods and specifications, price and payment, delivery and risk, retention of title, complaints and liability, and the applicable law and competent court. The goods must conform to the contract: they must have the properties the buyer could expect for normal use and for any special use agreed (Article 7:17 Dutch Civil Code).

Retention of title: you remain owner until the price is paid, which protects you if the buyer goes bankrupt (Article 3:92 Dutch Civil Code). Read more on retention of title under Dutch law.
Late payment: between businesses, statutory commercial interest is due from the day after the agreed payment date (Article 6:119a).
Delivery terms: an Incoterm settles transport and risk, but not ownership or payment.
Forum: a choice of the Dutch courts, the courts of your own country or arbitration, written into the contract and not only the terms.

Do you want a contract that works for repeat sales? Have a Dutch contract lawyer draft your sales terms or framework agreement, so that each order is covered by the same rules.

Do your own general terms apply to Dutch customers?

Yes, if they were accepted, but a Dutch buyer will often refer to its own purchase terms. Under Dutch law the first reference in principle prevails, unless the other party expressly rejects it (Article 6:225(3) Dutch Civil Code). Under the CISG the outcome can be different.

The Dutch protection against unreasonably onerous standard terms does not apply between businesses that are not both established in the Netherlands (Article 6:247(2) Dutch Civil Code). For a foreign seller that cuts both ways: your terms cannot be annulled under the Dutch rules on unreasonably onerous terms (Articles 6:233 and 6:234), but neither can your Dutch customer’s. See the battle of forms under Dutch law.

What extra rules apply when you sell to Dutch consumers?

Consumer sales law is largely mandatory: you cannot contract out of the consumer’s rights to conformity, repair or replacement, price reduction and termination (Article 7:6, 7:18, 7:21 and 7:22 Dutch Civil Code). A consumer who complains within two months after discovering a defect has complained in time (Article 7:23(1)).

Topic	Dutch rule for consumer sales
Withdrawal	For distance sales, 14 days after receipt of the goods, without giving reasons (Article 6:230o)
Conformity	Includes durability, compatibility and security that are normal for the type of goods, and the agreed or reasonably expected software patches, including security patches, for goods with digital elements (Article 7:18)
Commercial guarantee	Comes on top of the statutory rights and must be given on a durable medium (Article 7:6a)
Price increase after sale	The consumer may terminate, unless delivery was agreed more than three months after the sale (Article 7:35)

Selling to consumers also brings product safety and labelling duties. For those, see our product regulation attorney page.

What should you check before appointing a Dutch distributor or agent?

Check the exclusivity, the territory, the duration and notice period, any non-compete, and the costs of ending the relationship. An agent who brought you customers can claim a goodwill indemnity of up to one year’s remuneration (Article 7:442(2) Dutch Civil Code), and several agency rules cannot be set aside by contract (Article 7:445).

Choose distributor or agent based on control, risk and exit costs, not only on commission levels.
Define exclusivity and territory in a way that fits EU competition law; see price agreements, exclusivity and territories.
Agree a fixed term or a notice period; ending an indefinite distribution agreement without reasonable notice can lead to a damages claim. See terminating a distribution agreement.
Agree minimum targets and what happens if they are missed.
Set out stock, returns and customer data after termination.

Practical example: a Danish furniture maker entering the Dutch market

Suppose a Danish furniture manufacturer wants to sell to Dutch retailers and, later, to consumers online. It first appoints a commercial agent for two years to build a customer base, with a clear commission scheme and a notice period. The agent signs up 40 retailers.

When the manufacturer later switches to direct sales, the agent claims a goodwill indemnity. Because the agent brought new customers who still generate substantial benefits, the claim is in principle valid if payment is equitable, capped at one year’s remuneration based on the average over the agency (Article 7:442). The agent must announce the claim within one year after the agency ends. Had the manufacturer started with a distributor, there would have been no statutory goodwill indemnity, but it would have had less control over the retailers. For the consumer webshop, the manufacturer adds Dutch-law consumer terms with a 14-day withdrawal right.

When should you involve a Dutch lawyer?

Before you choose a sales route, before you sign with a Dutch distributor or agent, and when a Dutch customer refuses to pay or claims the goods are defective.

MAAK Advocaten in Amsterdam advises foreign manufacturers and exporters on selling into the Netherlands. We draft sales terms and distribution and agency agreements, advise on ending them, and litigate before the Dutch courts in first instance and on appeal. See also exporting goods to the EU and our Dutch distribution lawyer page.

Frequently asked questions about selling goods in the Netherlands

Does Dutch law apply when I sell goods to a Dutch company?

Not automatically. Between businesses in two CISG countries, the UN Sales Convention applies unless excluded (Articles 1 and 6 CISG). Whether Dutch or another national law fills the gaps depends on the choice of law in your contract.

Is a distributor protected like a commercial agent under Dutch law?

No. A commercial agent has mandatory statutory protection, including a goodwill indemnity of up to one year’s remuneration (Article 7:442 Dutch Civil Code). A distributor relies mainly on its contract and on reasonableness and fairness.

How long does a Dutch buyer have to complain about defective goods?

Under Dutch law, a reasonable time after discovery; a claim is then time-barred two years after the notice (Article 7:23). Under the CISG, notice must be given within a reasonable time and at the latest two years after delivery (Article 39 CISG).

Can I sell to Dutch consumers on my own terms?

Only partly. Consumer sales rules on conformity and remedies are mandatory (Article 7:6 Dutch Civil Code), and distance sales come with a 14-day withdrawal right (Article 6:230o).

Does a retention of title clause work in the Netherlands?

Yes. A seller can keep ownership until the price is paid (Article 3:92 Dutch Civil Code). Put the clause in the contract or in terms that were validly accepted.