Supplier and Director Jointly Liable Under Dutch Law

Published on 25 November 2025 · Last updated 28 October 2026

Under Dutch law, the director of a supplier can be liable together with the company if he can be personally and seriously blamed for its breach, for example for firm assurances he had no basis for. The Rotterdam District Court applied this in 2025 (ECLI:NL:RBROT:2025:13250). If your supplier’s statements proved wrong, have the director’s liability assessed before you sue.

This page is for foreign distributors and buyers who suffered loss because a Dutch supplier delivered products that could not lawfully be sold, and for directors who receive such a claim. It explains the case, the legal test for director liability, what the distributor recovered and what you can do in your own contracts. The general rules on the topic are on our page on directors’ liability under Dutch law.

What happened in the Rotterdam case?

A Dutch distributor, Total Energy Service (TES), concluded an exclusive distribution agreement with the supplier Sanisign on 24 September 2020 for a hand sanitiser. Sales outside the Netherlands required the supplier’s written consent. TES bought products for EUR 136,733.51 (ECLI:NL:RBROT:2025:13250, r.o. 3.3-3.4).

The supplier’s director repeatedly told TES by email that the product could be sold in the Netherlands. When TES raised doubts on 10 November 2020, he replied the same day that the product was authorised throughout the European Union, and on 18 November 2020 that an exemption applied (r.o. 5.11). After an inspection in November 2021, the Human Environment and Transport Inspectorate (ILT) found that the products were not authorised under the Biocidal Products Regulation (Regulation (EU) No 528/2012) and that even storing them in the Netherlands had to end by 1 March 2022 (r.o. 3.10-3.12).

In summary proceedings, the preliminary relief judge ordered the supplier to take back or remove the stock (ECLI:NL:RBROT:2022:7177). The products were moved to a storage facility in Belgium. TES then brought proceedings on the merits against the supplier and its director.

Why could the distributor end both the distribution and the purchase agreements?

Because the product could not lawfully be sold in the agreed territory, which the court held to be a failure in performance; dissolution does not require that failure to be attributable (r.o. 5.3-5.5; Article 6:265 DCC). A distributor with exclusive sales rights for the Netherlands may in principle assume that the product may be sold there (r.o. 5.3).

TES had dissolved the distribution agreement by letter of 10 February 2022, and the court declared that dissolution valid (r.o. 5.1-5.5); a written declaration is enough under Article 6:267 DCC. The court also found the claim to dissolve the individual purchase agreements allowable. They were closely linked to the distribution agreement, which obliged TES to buy minimum quantities, and products that may not even be stored in the Netherlands are legally unsaleable there (r.o. 5.7-5.8).

The supplier argued that after dissolution TES was free to sell elsewhere in Europe. The court rejected this: when the purchase agreements were made, the territorial restriction still applied (r.o. 5.8). More on ending such contracts is on our page on terminating a distribution agreement in the Netherlands.

When is a director personally liable for the company’s breach?

Only if he can be personally and seriously blamed. When a company breaches a contract, in principle only the company is liable; its director is liable only if he can be personally and seriously blamed (ECLI:NL:RBROT:2025:13250, r.o. 5.10). The Supreme Court developed this test for creditors whose claim remains unpaid and cannot be recovered from the company, with reference to the director’s duty under Article 2:9 DCC (ECLI:NL:HR:2006:AZ0758, r.o. 3.5).

The Supreme Court distinguishes two situations in that judgment. A director who enters into obligations on behalf of the company while he knew or should reasonably have understood that the company could not meet them and would offer no recourse, can be personally liable. A director who causes or allows the company not to perform its obligations is liable if his conduct is so careless that he can be seriously blamed for it (r.o. 3.5). The claim is based on tort (Article 6:162 DCC). See also our page on the liability of a director of a Dutch company.

Why was the director liable in this case?

Because he made firm and unconditional statements on behalf of the company without any basis. The court held that a director is in principle answerable for the accuracy of statements he makes on behalf of his company, and that it had not appeared that he had obtained information or knowledge that explained them (r.o. 5.11).

It made no difference that he may have believed what he said. TES was entitled to rely on the statements, all the more because a product supplied under a distribution agreement for the Dutch market could be expected to be saleable there (r.o. 5.11). The court concluded that the supplier and the director are jointly and severally liable for the damage TES suffered from the supplier’s breach (r.o. 5.12). When two persons are liable for the same damage, the creditor can claim the full amount from either of them, but not more than the full amount in total (Articles 6:102 and 6:7 DCC).

Did your supplier or its director assure you that a product complied with the rules, and did that turn out to be wrong? Have a Dutch litigation lawyer assess a claim against the company and its director.

What did the distributor recover?

The judgment of 13 August 2025 is an interim judgment. The court stated that a final judgment will order the supplier and the director jointly and severally to pay EUR 133,761.33 and to compensate TES’s other damage, but it did not yet give that order (r.o. 5.16 and 6.3).

TES had asked for its further damage to be assessed in separate follow-up proceedings. The court refused: the statutory starting point is that damage is assessed in the same proceedings where possible (Article 612 DCCP). TES was given the opportunity to set out its damage in a written statement, after which the supplier and director could respond (r.o. 5.14 and 6.1-6.2).

The supplier’s counterclaim for the storage costs in Belgium failed. Those costs resulted from its own breach: it had supplied products that could neither be sold nor stored in the Netherlands, so they must remain at its expense (r.o. 5.17).

What can distributors learn from this judgment?

Get written, specific confirmation that the product may be sold in your territory, and make the supplier contractually answerable for it. Ask who gives that confirmation: a director who signs it personally takes on a risk that may later support a claim against him.

Ask for the authorisation or registration number for your territory, not a general statement about “EU approval”.
Include a warranty that the products may lawfully be marketed and stored in the territory, with an obligation to take back stock if they may not.
Agree that a lack of authorisation entitles you to dissolve both the distribution agreement and pending purchase orders.
Keep the emails in which the supplier or its director makes statements about compliance; they are your evidence.
Act quickly when an authority intervenes: the distributor here obtained a removal order in summary proceedings within weeks.

More on drafting and the main rules is on our page on Dutch distribution law, and on the buyer’s position on our page on non-conformity under Dutch contract law.

What should a director do to limit his risk?

A director limits his risk by not making statements about product compliance that he cannot back up. Where the position is uncertain, say so in writing, and refer to the actual authorisation status or to the advice the company received.

In this case, the director’s belief in his statements did not help him: the court held that a director is in principle answerable for the accuracy of statements he makes on behalf of the company, and found no information that justified them (r.o. 5.11). A director who is held liable can raise circumstances showing that he cannot be personally blamed (ECLI:NL:HR:2006:AZ0758, r.o. 3.5). Directors of Dutch companies who supply products into other EU countries should therefore check the regulatory status per country before confirming it to customers.

Frequently asked questions about supplier and director liability

Can I sue the director of my Dutch supplier personally?

Only if the director can be personally and seriously blamed for the company’s breach (Supreme Court 8 December 2006, ECLI:NL:HR:2006:AZ0758). Unfounded, unconditional statements about the product can meet that test, as in Rotterdam District Court 13 August 2025.

What does jointly and severally liable mean?

Each of the liable parties owes the full amount; the creditor can claim it from the company or the director, but not more than the full amount in total (Articles 6:102 and 6:7 DCC).

Does dissolution require the supplier to be at fault?

No. Any failure in performance gives a right to dissolve, unless it is of minor importance (Article 6:265 DCC). Attributability matters for damages, not for dissolution.

How is my further damage assessed in a Dutch case?

Where possible in the same proceedings (Article 612 DCCP). The court can ask you to set out the damage in a written statement, as it did in the Rotterdam case.

Was the Rotterdam judgment final?

No. The judgment of 13 August 2025 is an interim judgment. The court announced which claims it will allow, including payment of EUR 133,761.33, and reserved its final decision until the parties had submitted statements on the damage.

Primary sources

Dutch statutes are only officially available in Dutch, on wetten.overheid.nl. Judgments can be found on rechtspraak.nl by their ECLI number. Legal position checked on 28 October 2026.