Dutch Arbitration for Termination of a Distribution Agreement

Published on 27 January 2026 · Last updated 28 October 2026

If your distribution agreement contains an arbitration clause, a dispute about its termination goes to arbitration, not to the Dutch courts. The tribunal then decides whether the notice period was reasonable and what compensation is due. For urgent issues, such as continued supplies, arbitration offers quick relief, and the court remains available in limited cases. Get advice before you terminate or respond.

This page is for foreign suppliers and distributors with a Dutch distribution agreement, or a distribution agreement governed by Dutch law, that contains an arbitration clause. You will read whether the termination dispute falls under the clause, which standard applies to termination, how to get urgent relief, how an NAI arbitration runs and how the award is enforced. For the substantive rules on ending the contract, see our page on termination of a distribution agreement.

Does a termination dispute fall under the arbitration clause?

Usually yes. Dutch law allows parties to submit disputes arising from a defined legal relationship, whether or not contractual, to arbitration (Article 1020(1) Dutch Code of Civil Procedure). A clause covering “all disputes arising in connection with” the agreement is broad enough for a dispute about its termination.

Whether a specific claim, such as a claim based on tort against the supplier, is covered depends on the wording of the clause and its interpretation. The arbitral tribunal decides on its own jurisdiction (Article 1052(1) DCCP). A party that appears in the arbitration and wants to argue that there is no valid arbitration agreement must do so before any other defence (Article 1052(2)).

If one party goes to court anyway, the court declines jurisdiction if the other party invokes the arbitration agreement before all other defences, unless the agreement is invalid (Article 1022 DCCP). Without an arbitration clause, parties can still agree to arbitration after the dispute arose, by a submission agreement (Article 1020(2)).

Which standard applies to terminating a distribution agreement under Dutch law?

Dutch law has no specific statutory regime for distribution agreements. Termination is assessed under the contract, the general rules of contract law and the requirements of reasonableness and fairness (Article 6:248 Dutch Civil Code).

If Dutch law governs the agreement, the tribunal applies the same rules a Dutch court would apply (Article 1054 DCCP). For an agreement for an indefinite period without a statutory or contractual rule on termination, the Supreme Court held that reasonableness and fairness decide whether a termination takes effect, and that they can even require a sufficiently weighty reason (Hoge Raad 3 December 1999, ECLI:NL:HR:1999:AA3821, para. 3.6). Depending on the circumstances, they can also require a sufficiently long notice period or an offer of compensation. A fixed-term agreement normally cannot be ended early, unless the contract allows it or the other party fails to perform and the failure justifies dissolution (Article 6:265 Dutch Civil Code).

Unlike a commercial agent, a distributor has no statutory right to goodwill compensation; the goodwill indemnity of Article 7:442 Dutch Civil Code applies to agency agreements. A distributor can only claim compensation on the basis of the contract or reasonableness and fairness. Our page on distribution agreements explains the contract terms that matter.

Can you get urgent relief when supplies stop?

Yes, through arbitration or, in limited cases, through the court. Under the NAI Arbitration Rules 2024, a separately appointed tribunal can grant provisional measures in arbitral summary proceedings, whether or not a case on the merits is pending (NAI Arbitration Rules 2024, Articles 40 and 41).

Dutch law allows parties to give an arbitral tribunal that power (Article 1043b(2) DCCP). An arbitration agreement does not prevent a party from asking the court for urgent measures in summary proceedings (Article 1022a DCCP). If the other party invokes the arbitration agreement, however, the court is only competent if the requested measure cannot be obtained in arbitration, or not in time (Article 1022c). Because the NAI offers arbitral summary proceedings, you must explain why that route is not available in time.

Has your supplier or distributor terminated the agreement, or are deliveries about to stop? Ask our arbitration lawyers to assess whether arbitral summary proceedings or court proceedings are the faster route.

How does an NAI arbitration about termination run?

The claimant files a request for arbitration with the NAI secretariat; the case is pending on the day the NAI receives it (NAI Arbitration Rules 2024, Article 8). The respondent then gives a short answer, after which the tribunal is formed, the parties exchange statements and a hearing follows.

Request for arbitration: parties, short description of the dispute, the claims with their financial value, and proposals for arbitrators (Article 8).
Short answer by the respondent (Article 9).
Number of arbitrators: as agreed; failing agreement, one or three, set by the NAI depending on the size and complexity of the case (Article 14).
Written statements and documents, a case management hearing and the oral hearing.
Award: the tribunal renders its award within eight weeks after the last hearing or the last permitted statement (Article 46).

The proceedings are conducted in the language the parties agreed on or, failing that, the language the tribunal sets (Article 6 NAI Rules). For arbitration agreements concluded on or after 1 March 2024, claims of up to EUR 1,000,000 altogether are handled under the NAI rules for fast-track arbitration on the merits (spoedbodemarbitrage), unless the parties excluded this (Article 42). Read more about the 2024 NAI Arbitration Rules.

Can a weak claim be dismissed early?

Yes. At a party’s request, the tribunal can decide early that a claim or defence is manifestly inadmissible, manifestly outside its jurisdiction or manifestly without legal merit (NAI Arbitration Rules 2024, Article 45). This can shorten a termination dispute considerably.

The threshold is high: the claim or defence must be manifestly unfounded, not merely weak. The tribunal first decides whether to take the request into consideration and hears the other party before it decides. Use this route for a clearly defined legal point, such as a contractual exclusion of compensation.

What happens with the arbitral award?

An arbitral award that has become final has the force of res judicata between the parties (Article 1059(1) DCCP). To enforce it in the Netherlands, the winning party needs leave from the preliminary relief judge of the district court of the seat (Article 1062).

A party can only challenge a final award by setting aside or revocation (Article 1064 DCCP). A claim for setting aside must be brought before the court of appeal within three months of the date the award was sent, and only on the limited grounds of Article 1065(1), such as a missing arbitration agreement or a violation of public policy. Outside the Netherlands, an award can be enforced under the New York Convention; see our page on enforcement of foreign arbitral awards.

What determines the costs of arbitration about a distribution agreement?

The costs depend on the amount in dispute, the number of arbitrators, and the length of the proceedings. Under the NAI rules, the tribunal sets the costs of the arbitration and in principle orders the losing party to pay them (NAI Arbitration Rules 2024, Article 59).

The tribunal can also order the losing party to pay a reasonable contribution to the winning party’s legal costs, to the extent these were necessary. That differs from Dutch court proceedings, where cost orders follow fixed scales. Ask for an estimate of the NAI costs and your own legal costs before you start, and compare them with the compensation at stake.

Does competition law play a role?

It can. Provisions in a distribution agreement on exclusivity, territories or resale prices may be tested against Dutch and EU competition law, and the tribunal may have to take that into account. Have the competition aspects of your agreement checked separately if termination is linked to such provisions.

Practical example: a Spanish supplier and a Dutch distributor

Suppose a Spanish producer of sports nutrition ended an indefinite distribution agreement with its Dutch distributor after nine years, with three months’ notice. The agreement is governed by Dutch law and refers disputes to the NAI.

The distributor fears that it will lose its stock and its customers. It starts arbitral summary proceedings to obtain continued supplies during a reasonable notice period, and at the same time a case on the merits for compensation for the notice period it considers too short. The supplier argues that the distributor has no statutory goodwill claim. The tribunal assesses the notice period on the basis of the duration of the relationship, the investments and the dependence of the distributor, under reasonableness and fairness.

When should you involve a Dutch lawyer?

Before you send or answer a termination letter, when supplies stop, and before you start arbitration or summary proceedings. The choice between arbitral summary proceedings and the court affects how quickly you obtain relief.

MAAK Advocaten in Amsterdam advises foreign and Dutch suppliers and distributors on termination disputes and conducts NAI and other arbitrations. Read more on our pages about arbitration in the Netherlands and arbitration clauses under Dutch law.

Frequently asked questions about arbitration on termination of a distribution agreement

Can I go to a Dutch court if my distribution agreement has an arbitration clause?

Only in limited cases. The court declines jurisdiction if the other party invokes the clause before all other defences (Article 1022 DCCP). For urgent measures, if the other party invokes the clause, the court is competent only if relief cannot be obtained in arbitration, or not in time (Article 1022c).

Is a distributor entitled to goodwill compensation under Dutch law?

Not by statute. The goodwill indemnity of Article 7:442 Dutch Civil Code applies to commercial agents. A distributor depends on the contract and on reasonableness and fairness, for example a longer notice period.

How fast can I get relief in NAI arbitration?

The NAI rules provide for arbitral summary proceedings by a separately appointed tribunal for urgent provisional measures (Articles 40 and 41 NAI Rules 2024). For the case on the merits, the award follows within eight weeks after the last hearing or statement (Article 46).

Who pays the costs of the arbitration?

Under the NAI rules, the losing party in principle bears the costs of the arbitration and can be ordered to pay a reasonable contribution to the other party’s necessary legal costs (Article 59).

Can I appeal an NAI award about the termination?

Only if the parties agreed on arbitral appeal (Article 1061b DCCP). Otherwise, a final award can only be set aside on limited grounds, within three months of the date it was sent (Articles 1064a and 1065 DCCP).