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Terminating a long-term business agreement under Dutch law is possible, but rarely without conditions. A supply, service, distribution or cooperation agreement for an indefinite term can in principle be ended by notice, yet reasonableness and fairness can require a reasonable notice period, a sufficiently weighty reason or an offer of compensation (Article 6:248(1) Dutch Civil Code).
This page is for foreign companies with a long-running relationship with a Dutch supplier, customer, distributor or service provider, whether you want to end it or have just received a termination letter. It explains when such an agreement can be terminated, how the Dutch Supreme Court (Hoge Raad) assesses notice periods and compensation, and which steps to take before you send or answer a notice. If your contract is governed by Dutch law, these are the rules a Dutch court will apply.
Can you terminate a long-term agreement under Dutch law?
Usually yes, but it depends on the contract and the law. An agreement for an indefinite term without a termination clause is in principle terminable by notice. A fixed-term agreement without an early-termination clause generally runs until its end date.
The Hoge Raad holds that whether, and on which conditions, an agreement for an indefinite term can be terminated follows from its content and the applicable statutory rules (HR 2 February 2018, ECLI:NL:HR:2018:141, para. 3.6.2). Dutch law has no general statute on long-term contracts (in Dutch: duurovereenkomsten). Some contracts have their own rules, such as the commercial agency contract and the contract of assignment. For all others, the case law below is decisive.
| Situation | Can you terminate by notice? | What to watch |
|---|---|---|
| Indefinite term, no termination clause | Yes, in principle | Reasonableness and fairness can require a weighty reason, a reasonable notice period or an offer of compensation (Article 6:248(1)) |
| Indefinite or fixed term, with a termination clause | Yes, on the terms of the clause | Further requirements are possible if the contract leaves room; relying on the clause can be unacceptable (Article 6:248(2)) |
| Fixed term, no early-termination clause | Generally not before the end date | Other routes: agreement, rescission for breach (Article 6:265) or a statutory right, such as for a contract of assignment |
| Intended by the parties to be non-terminable | No | Possible, but the other party can still invoke Articles 6:248(2) and 6:258 (ECLI:NL:HR:2018:141, para. 3.6.5) |
Which rules has the Dutch Supreme Court set for terminating long-term contracts?
The Hoge Raad applies one test in two steps. First, is the agreement terminable at all? Second, do reasonableness and fairness, given the nature and content of the agreement and the circumstances, attach further requirements to the termination?
Those further requirements can be that termination is only possible for a sufficiently weighty reason, that a certain notice period must be observed, or that the notice must be accompanied by an offer to pay compensation (HR 28 October 2011, ECLI:NL:HR:2011:BQ9854, para. 3.5.1). The same applies where the contract or the law does contain a termination clause, as far as the law and the contract leave room for it (ECLI:NL:HR:2018:141, para. 3.6.3). In addition, relying on a contractual right to terminate can in the circumstances be unacceptable by standards of reasonableness and fairness (para. 3.6.4; Article 6:248(2)).
In practice, this means a Dutch court does not only read the termination clause. It also looks at how the relationship developed, what the other party invested and how dependent it became. Two recent judgments applying this test concern a franchise agreement and a parcel delivery agreement; both are discussed below.
How long is a reasonable notice period?
Dutch law sets no fixed number of months. The reasonable notice period depends on the circumstances of the case, above all on how much time the other party needs to adjust its business to the end of the relationship.
The Hoge Raad itself names relevant circumstances. In the 2011 judgment it rejected a claim for a longer notice period or compensation because the other party had not argued that it had made investments that still had to be recouped, or that it needed time or money to switch to the new situation (ECLI:NL:HR:2011:BQ9854, para. 3.6.2). It also pointed out that the lower court had not found that the other party depended on the continuation of the agreement (para. 3.5.4).
Circumstances that therefore often come up in a dispute about the length of the notice period are:
- the duration of the relationship and whether it was renewed or extended over the years;
- the share of the other party’s revenue that depends on the agreement;
- investments made for the relationship that have not yet been recouped;
- the time the other party needs to find a new customer, supplier or product line;
- whether the termination came as a surprise, for example after recent assurances that the relationship would continue.
A notice period that suits a two-year relationship can be too short after fifteen years of growing cooperation. If you are the terminating party, an analysis of these factors before you send the notice is far cheaper than defending a damages claim afterwards.
Does an agreed notice period always prevail?
In principle, yes. An agreement with a termination clause is in principle terminable on the terms of that clause, and a court cannot simply replace the agreed notice period with a longer one because the relationship has grown (HR 16 May 2025, ECLI:NL:HR:2025:763).
In that case, DPD terminated parcel delivery agreements with two transport companies with the agreed notice period of one month, after cooperation that had started in 2008 and 2011. The court of appeal held that the clause no longer fitted the intensified relationship and applied a notice period of three and two months. The Hoge Raad quashed that judgment: a contractual provision cannot be set aside on the basis of the supplementing effect of reasonableness and fairness alone (paras. 3.2 and 3.4). The case was referred to the Arnhem-Leeuwarden Court of Appeal.
That does not make the agreed period the end of the story. The terminating party can be obliged to offer compensation, and in determining its amount it can matter whether a longer period was granted. Relying on the clause can also be unacceptable under Article 6:248(2). Our discussion of the DPD judgment on contractual notice periods explains what this means for drafting and reviewing your contracts.
Do you have to pay compensation when you terminate?
Sometimes. Reasonableness and fairness can require that a notice is accompanied by an offer of compensation. If that offer is missing, the notice is as a rule still valid, but the compensation can still be claimed afterwards.
The Hoge Raad decided this in a franchise case in which Leen Bakker terminated a franchise agreement without offering compensation (HR 29 November 2024, ECLI:NL:HR:2024:1709, para. 3.3). The absence of an appropriate offer can count when the court sets the amount. The notice is invalid only if the circumstances make a termination without a simultaneous offer unacceptable. A notice period longer than the contract required does not exclude a claim either; how much it reduces the claim depends on the circumstances (para. 4.2).
The amount of such compensation follows from what reasonableness and fairness require in the circumstances, not from a comparison with the situation in which the contract would have been performed (ECLI:NL:HR:2025:763, para. 3.4). Unrecouped investments and the cost of reorganising the business are typical items. For the general rules on damages, see our page on claims for damages under Dutch law.
Is terminating by notice the same as rescission for breach?
No. Termination by notice (opzegging) ends the agreement for the future without a breach being needed. Rescission for breach (ontbinding) requires a failure in performance. Annulment (vernietiging) undoes the agreement from the start because of a defect in its formation.
| Route | Ground | Effect | Statutory basis |
|---|---|---|---|
| Termination by notice (opzegging) | Contract, statute or the case law on long-term contracts; no breach needed | Agreement ends at the end of the notice period | Article 6:248 and the contract |
| Rescission for breach (ontbinding) | A failure in performance that justifies rescission; in principle default | No retroactive effect; performance already received must be undone | Article 6:265, 6:269, 6:271 |
| Annulment (vernietiging) | Mistake, threat, fraud or abuse of circumstances | Retroactive effect | Article 6:228, 3:44, 3:49, 3:53 |
In international contracts, “termination” is often used for all three. Under Dutch law the route matters, because each has its own conditions and consequences. Rescission for breach is explained on our page on contract termination for breach under Dutch law, and annulment on our page on rescinding a contract under Dutch law.
What can you do if your Dutch counterparty terminates the agreement?
Check the notice against the contract and the case law, respond in writing, and decide quickly whether you claim a longer notice period, compensation or both. Waiting weakens your position and costs you time to reorganise.
A notice to terminate is a one-sided declaration that takes effect when it reaches you (Article 3:37(3) Dutch Civil Code). Your consent is not needed. If you believe the notice period is too short or that compensation should have been offered, you can:
- reject the notice period in writing and state which period and compensation you consider reasonable, with the facts that support it (duration, investments, dependence);
- negotiate a wind-down arrangement covering remaining orders, stock, customer transfer and post-termination restrictions;
- in an urgent case, ask the Dutch preliminary relief judge in summary proceedings (kort geding) for a provisional order, for example to continue supplies during a reasonable notice period (Article 254(1) Dutch Code of Civil Procedure);
- claim damages or compensation in proceedings on the merits.
First check which law governs the contract and which court has jurisdiction. The rules on this page apply if Dutch law governs; our page on choosing Dutch law in international contracts explains how that is determined.
How do you terminate a long-term agreement correctly?
Prepare the notice as if a court will read it: check the contract and governing law, assess the other party’s position, choose a defensible notice period, consider a compensation offer and send a clear written notice.
- Read the contract: term, renewal, termination clause, required form and address for notices, post-termination clauses and the governing law and forum.
- Map the other party’s position: how long the relationship has lasted, its share in their revenue, investments they made for you and how long they need to adjust.
- Choose the notice period and decide whether to offer compensation. A longer period can limit a claim, but does not automatically exclude one (ECLI:NL:HR:2024:1709, para. 4.2).
- Send the notice in writing, to the address the contract designates, and keep proof of receipt. The law allows any form unless a form is agreed (Article 3:37(1)), but you must be able to prove when the notice arrived.
- Arrange the wind-down: open orders, stock, customer data, intellectual property and any non-compete or confidentiality obligations.
Which contracts have their own termination rules?
Several contract types have statutory or specific rules that go before the general case law. Check first whether your agreement is one of them.
- Commercial agency contracts have a statutory regime with notice periods and goodwill compensation; see termination of a commercial agency contract.
- Distribution agreements have no statutory regime and follow the case law above; see termination of a distribution agreement.
- Franchise agreements fall under Title 7.16 of the Dutch Civil Code; see terminating a franchise agreement.
- Contracts of assignment (services) can be terminated by the client at any time, unless business parties have agreed otherwise, under Article 7:408(1); see terminating a contract of assignment.
- Supply contracts are discussed on our page on termination of a supply contract.
Frequently asked questions about terminating a long-term business agreement under Dutch law
Can a Dutch long-term contract for an indefinite term be terminated?
Yes, in principle, even without a termination clause. Reasonableness and fairness can, however, require a sufficiently weighty reason, a reasonable notice period or an offer of compensation (Article 6:248(1) Dutch Civil Code; HR 28 October 2011, ECLI:NL:HR:2011:BQ9854, para. 3.5.1).
What is the statutory notice period for business contracts in the Netherlands?
There is no general statutory notice period for business contracts. Some contract types have their own rules, such as commercial agency. For other contracts, the agreed period applies or, without one, a period that is reasonable in the circumstances.
Can a court extend a contractual notice period?
Not on the basis of the supplementing effect of reasonableness and fairness alone (HR 16 May 2025, ECLI:NL:HR:2025:763, para. 3.4). A court can, however, find that compensation is due, or that relying on the clause is unacceptable under Article 6:248(2) Dutch Civil Code.
Is a termination invalid if no compensation was offered?
As a rule, no. If compensation should have been offered, the notice is in principle still valid and the compensation can be claimed afterwards. Only in exceptional circumstances is a termination without a simultaneous offer invalid (HR 29 November 2024, ECLI:NL:HR:2024:1709, para. 3.3).
Can I terminate a fixed-term agreement early under Dutch law?
Only if the contract or the law allows it, if both parties agree, or if the other party fails to perform in a way that justifies rescission (Article 6:265 Dutch Civil Code). Our overview of early termination of commercial agreements discusses these routes.
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.
- Dutch Civil Code (Burgerlijk Wetboek) Book 3: Article 3:37, Article 3:44, Article 3:49 and Article 3:53
- Dutch Civil Code Book 6: Article 6:228, Article 6:248, Article 6:258, Article 6:265, Article 6:269 and Article 6:271
- Dutch Civil Code Book 7: Article 7:408
- Dutch Code of Civil Procedure (Wetboek van Burgerlijke Rechtsvordering): Article 254
- Hoge Raad 28 October 2011, ECLI:NL:HR:2011:BQ9854
- Hoge Raad 2 February 2018, ECLI:NL:HR:2018:141 (Goglio/SMQ Group)
- Hoge Raad 29 November 2024, ECLI:NL:HR:2024:1709 (Leen Bakker)
- Hoge Raad 16 May 2025, ECLI:NL:HR:2025:763 (DPD/Get Moving)
Need advice on terminating a long-term agreement in the Netherlands?
Whether you want to end a relationship with a Dutch party or have received a notice yourself, the notice period and any compensation are usually decided in the first letters. A Dutch lawyer can assess the contract, the governing law and the facts that count, draft or answer the notice and negotiate the wind-down. Read more about our work as a contract lawyer in the Netherlands for international companies, or see our overview of terminating an agreement under Dutch law.
