How does commission work for commercial agents under Dutch law?

Dutch term: Provisie handelsagent | Legal basis: Articles 7:431-7:432 BW

Under articles 7:431 and 7:432 of the Dutch Civil Code, a commercial agent is entitled to commission on transactions concluded during the agency period that were either brought about by the agent's efforts or concluded with customers acquired by the agent. The agent may also be entitled to commission on post-termination transactions with customers in its territory or customer group.

The principal must provide the agent with periodic statements of commission due (article 7:433 BW) and must allow the agent to inspect the relevant books and records. Commission becomes due when the principal has performed (or should have performed) its obligation, or when the third party has performed. The rules on commission are largely mandatory and protect the agent's financial position.

Why it matters for international businesses

For foreign principals, the commission structure directly affects the calculation of the goodwill indemnity on termination (article 7:442 BW), because the indemnity is capped at one year's average remuneration. Structuring commission carefully at the drafting stage can influence the ultimate termination exposure.