Distribution agreements in the Netherlands: exclusivity, termination and compensation

The Netherlands has no statute for distribution agreements. A distribution agreement is a continuing contract (duurovereenkomst) governed by what the parties wrote and by the general Civil Code, and when an open-ended agreement has no termination clause, Hoge Raad case law treats it as terminable in principle, subject to the requirements of reasonableness and fairness, which can call for a notice period or an offer of compensation.

Putting it simply: in the Netherlands the contract carries most of the weight. Write a fixed term or a clear notice period, say what happens to stock, trade marks and customers at the end, and a court has your agreement to work from. Leave termination open and a judge will fill the gap case by case. The statutory goodwill payment is reserved for commercial agents. This page is general information, not legal advice; have the draft reviewed by a lawyer qualified in the Netherlands.

Finding and approaching Dutch distributors is covered in Entering the Netherlands through distributors; this page starts at the contract.

Which law governs the agreement

The EU frame. Commission Regulation (EU) 2022/720, the Vertical Block Exemption Regulation (VBER), exempts vertical agreements from the cartel ban as long as the supplier's and the buyer's market shares each stay at or below 30% of the relevant market (Article 3) and the agreement contains no hardcore restriction (Article 4). It applies until 31 May 2034 (Article 11). The Commercial Agents Directive 86/653/EEC defines a commercial agent as a self-employed intermediary who negotiates sales on behalf of a principal (Article 1(2)); a distributor buys and resells in its own name, so the Directive does not protect it, and any protection for distributors is national.

The Dutch rules. The Civil Code contains a full regime for agents (articles 7:428 to 7:445 BW) and nothing specific for distributors. What applies instead is the general law of obligations, above all article 6:248 BW: a contract has the effects the parties agreed and also those that follow from the law, custom and the requirements of reasonableness and fairness (paragraph 1), and an agreed rule does not apply where, in the circumstances, applying it would be unacceptable by those standards (paragraph 2). The Dutch termination rules are judge-made, built on that article.

Choice of law and forum. Under Rome I (Regulation 593/2008) the parties may choose the law of the contract (Article 3). Without a choice, a distribution contract is governed by the law of the country where the distributor has its habitual residence (Article 4(1)(f)), so an agreement with a Dutch distributor that says nothing is Dutch-law by default. Under Brussels I bis (Regulation 1215/2012) a written choice of the courts of a Member State is exclusive unless the parties agree otherwise (Article 25); without one, the general rule is that a company is sued where it is domiciled (Article 4), although in contract matters the courts of the place of performance, for goods the place of delivery, can also hear the case (Article 7(1)). As of 8 November 2026 we found no Dutch statute that makes Dutch law mandatory for distribution on Dutch territory. Competition law applies whatever law you choose.

Exclusivity and territory

Dutch competition law mirrors the EU rules. Article 6 of the Mededingingswet prohibits agreements that restrict competition on the Dutch market and makes them void, and articles 12 and 13 exempt agreements covered by an EU block exemption such as the VBER, including agreements that do not affect trade between Member States.

Under the VBER an exclusive distribution system is one in which the supplier allocates a territory or customer group to itself or to at most five buyers and stops its other buyers from actively selling into it (Article 1(1)(h)). Within that frame:

• Active sales (visits, letters, e-mails, targeted online advertising, a country-specific domain or website language) into another exclusive territory may be restricted (Article 4(b)(i)).
• Passive sales, meaning responses to unsolicited requests, may not be restricted, and the Regulation counts participation in public procurement as a passive sale (Article 1(1)(m)). A Dutch distributor that answers a tender in Belgium is making a passive sale.
• Online sales cannot be prevented in practice; the effective use of the internet to sell is protected (Article 4(e)), although the Regulation leaves room for restrictions on how online sales are made, as long as they do not prevent the effective use of the internet.
• Resale prices stay with the distributor: fixed or minimum resale prices are hardcore, while maximum and recommended prices are allowed if they do not become a fixed price through pressure or incentives (Article 4(a)).

Selective distribution, where the supplier sells only to dealers meeting set criteria (Article 1(1)(g)), was at issue in the Auping case below.

Term, termination and notice

Form. Dutch law does not require a distribution agreement to be in writing: unless the law provides otherwise, declarations can be made in any form, including by conduct (article 3:37 BW). Put it in writing anyway, because the court will look first at what you agreed.

Fixed term. A fixed-term agreement ends on its expiry date. Say whether it renews and for how long, so that continued trading after expiry is not left to interpretation.

Indefinite term with no termination clause. The Hoge Raad has developed the test in a line of judgments; three are often cited, and each turns on its own facts:

• In De Ronde Venen / Stedin (28 October 2011, ECLI:NL:HR:2011:BQ9854, para. 3.5.1) the court held that where neither the law nor the contract regulates termination, an open-ended continuing contract is in principle terminable. Reasonableness and fairness may, depending on the nature and content of the contract and the circumstances, mean that it can be ended only for a sufficiently serious reason, or that a particular notice period must be observed, or that termination must be accompanied by an offer of (damages) compensation.
• In Auping / Beverslaap (14 June 2013, ECLI:NL:HR:2013:BZ4163, paras. 3.6 and 3.7) the test was applied to a bed manufacturer that ended almost half of its dealer agreements under a new distribution strategy. The Hoge Raad quashed a ruling that required a serious ground: the circumstances did not automatically require one, although they could justify a longer notice period or an offer of compensation.
• In Goglio / SMQ (2 February 2018, ECLI:NL:HR:2018:141, paras. 3.6.2 to 3.6.4) the court confirmed the test, based it expressly on article 6:248(1) BW, and added that where the contract does regulate termination, reasonableness can still impose further requirements if the contract leaves room for them, and relying on a termination right can, in certain circumstances, be unacceptable under article 6:248(2). In that case, a 15-year licence agreement between companies, the Hoge Raad left standing the appeal court's finding that the agreed termination clause needed no supplement and that relying on it was not unacceptable.

There is no statutory notice period for distributors. How long a reasonable notice period is depends on the circumstances of the case; expect a Dutch lawyer to ask how long the relationship has run, how much of the distributor's business depends on your range and what it has invested for you. For comparison only, agents receive four months' notice by default, plus one month after three years and two months after six years (article 7:437 BW); that rule is written for agents.

Termination for cause. Any failure to perform allows the other party to dissolve the contract (ontbinding), unless the failure is too minor to justify it; where performance is still possible, only once the defaulting party is in default (article 6:265 BW). A court may also amend or dissolve a contract for unforeseen circumstances (article 6:258 BW). A list of termination events with cure periods makes both routes more predictable.

Compensation at the end

Distributors in the Netherlands have no statutory right to a goodwill or clientele payment. The clientele compensation in article 7:442 BW belongs to the commercial agent: it is due where the agent brought new customers or significantly increased business with existing ones, the principal still derives substantial benefits from them and payment is equitable, and it is capped at one year's remuneration calculated on the average of the last five years (paragraphs 1 and 2). It cannot be waived to the agent's detriment before the contract ends (article 7:445(2)). As of 8 November 2026 we did not find a Hoge Raad decision applying article 7:442 to distributors by analogy; whether a court would do so is a question of case law, and conditions would apply.

What a distributor can obtain is compensation under the termination case law above, where reasonableness requires notice or an offer of compensation and the manufacturer gave neither. The practical protection is a written notice period long enough to wind down, with clear terms on stock and customers.

Other clauses the local lawyer will look at

• Non-compete. Under the VBER a non-compete during the contract is exempt only up to five years; an indefinite one falls outside (Article 5(1)(a)). The Commission's Vertical Guidelines accept a non-compete that renews tacitly beyond five years only if the distributor can effectively renegotiate or terminate the agreement with reasonable notice and at reasonable cost (paragraph 248). A post-term non-compete is exempt only if it covers competing goods, is limited to the premises from which the distributor operated, is indispensable to protect transferred know-how and lasts at most one year (Article 5(3)). The two-year post-term limit in article 7:443 BW is an agency rule.
• Minimum purchases and targets. These are left to the contract; agree whether missing a target ends exclusivity, reduces the territory or allows termination.
• General terms. A Dutch distributor may trade on its sector association's general terms. If offer and acceptance refer to different general terms, the first reference prevails unless the second expressly rejects it (article 6:225(3) BW). State in the agreement which terms apply and exclude the rest.
• Stock buy-back. Agree whether you buy back saleable stock at the end, at what price and within what period.
• Trade marks and domain names. Register your mark and any .nl domain in your own name and license them for the term only.
• Language. We found no Dutch rule requiring a contract between businesses to be in Dutch. Labelling and instructions follow the product legislation for your category, which may require Dutch; check that separately.
• Payment terms and interest. The Civil Code sets a default payment term, allows longer terms only when expressly agreed and not manifestly unfair, and sets statutory commercial interest; the figures are in the Netherlands playbook.
• Disputes. Choose a forum. Besides the ordinary courts and arbitration, the Netherlands Commercial Court, part of the Dutch judiciary and created on 1 January 2019, hears international business disputes in English, with judgments in English, where the parties agree to it.

A first-draft checklist

• Choose the governing law and the competent court or arbitration expressly, in one clause.
• Choose a fixed term with an explicit renewal rule, or an indefinite term with a written notice period that grows with the length of the relationship.
• List the events that allow immediate termination and the cure period for each.
• Define the territory or customer group and whether it is exclusive; restrict only active sales into other exclusive territories and leave passive sales, tenders and online sales free.
• Use recommended or maximum resale prices only.
• Cap any non-compete at five years; if it renews tacitly, let the distributor end it at reasonable notice and cost; keep any post-term restriction within the one-year VBER conditions.
• Set minimum purchases and the consequence of missing them.
• Say which general terms apply and exclude the distributor's own.
• Agree stock buy-back, return of materials and transfer of customer data at the end, within the GDPR.
• Have the draft reviewed by a lawyer qualified in the Netherlands before signature.

What this means for a manufacturer

Dutch law leaves room to write the agreement you want, and in Goglio / SMQ an agreed termination clause in a licence agreement between companies was left standing. The risk lies in silence: an open-ended relationship with no notice clause leaves the length of notice, and possibly compensation, to the circumstances of the case. A clear term, a notice period, competition-compliant exclusivity and an agreed exit for stock and trade marks remove most of that uncertainty. This is not legal advice; have the draft reviewed by a lawyer qualified in the Netherlands.

Where Cresques fits

Cresques shows which companies already win public contracts for your category in the Netherlands, with the TED award notices as proof, and drafts a first message in Dutch and English for the lawful channel, which in the Netherlands is a letter rather than a cold e-mail. Start on the Netherlands market page.