Distribution agreement lawyer in the Netherlands
MAAK Advocaten drafts, negotiates and enforces distribution agreements under Dutch law for international manufacturers, importers, wholesalers and distributors. Distribution work is one of the core strands of our commercial contract practice, and the disputes that arise at the end of a distribution relationship are one of the most common entries into our litigation practice.
Distribution agreements in the Netherlands are not governed by a specific statutory regime. Unlike commercial agency, which is heavily regulated by Book 7 of the Dutch Civil Code and the EU Commercial Agents Directive, distribution contracts live almost entirely in freedom of contract, shaped by the general rules of Dutch contract law and, at the EU level, by competition law. That freedom is an opportunity at the drafting stage and a risk at the termination stage. A distribution agreement that is not written carefully at the start will not protect either party at the end, and Dutch case law on termination of long-term distribution relationships is now detailed enough that getting it wrong can be expensive.
This page explains what a Dutch distribution lawyer actually does, what the key legal issues are when drafting or terminating a distribution agreement under Dutch law, and how MAAK Advocaten works with international clients on these matters.
Distribution versus agency under Dutch law
The first question in any distribution matter is whether the contract is actually a distribution agreement or a commercial agency agreement. The two look similar from the outside but are legally very different, and a wrong characterisation can flip the analysis in a termination dispute.
A distributor buys products from the supplier and resells them to its own customers, in its own name and for its own account. The distributor takes title to the goods, bears the credit risk on its customers, and earns its profit from the margin between purchase price and resale price. A commercial agent, by contrast, does not buy and resell. An agent negotiates or concludes contracts in the name and for the account of the principal and earns commission. Commercial agency is governed by articles 7:428 to 7:445 of the Dutch Civil Code, which implement EU Directive 86/653/EEC and impose mandatory rules including a goodwill indemnity on termination that cannot be contracted away. Those rules do not apply to distributors.
The consequence is that distribution is much more contractually flexible than agency, but distributors also have weaker statutory protection. A distribution agreement can be shaped to match the commercial relationship, but the protections that distributors do enjoy come from the contract itself and from general Dutch contract law, not from a specific statute. Both sides need to understand where they actually stand, which is the starting point for any drafting or dispute.
Drafting a distribution agreement under Dutch law
A well-drafted distribution agreement allocates risk and sets the framework for a relationship that will typically run for years. The drafting questions are practical and recurring, and most of them have no default answer under Dutch law: if the contract is silent, the parties end up arguing about what reasonableness and good faith required.
The provisions that matter most in our drafting practice are:
- Scope: products, territory, customer groups, and whether the distribution is exclusive, sole or non-exclusive
- Minimum purchase or sales obligations: and the consequences of failure to meet them, including conversion to non-exclusive or termination rights
- Pricing and resale prices: carefully drafted to stay within EU competition law (resale price maintenance is a hardcore restriction under Regulation (EU) 2022/720, the Vertical Block Exemption Regulation)
- Ordering, delivery and Incoterms: allocation of delivery, risk and cost
- Warranties and product liability: allocation of compliance obligations and indemnities, especially for products placed on the EU market
- Marketing, branding and IP: use of trademarks, approval of marketing materials, ownership of customer data
- Exclusivity and non-compete: scope, duration, and enforceability under Dutch law and EU competition law
- Term and termination: the single most important section, which should specify notice periods, termination for breach, termination for convenience, and the consequences of termination
- Post-termination obligations: run-off of inventory, handling of pending orders, transfer or repurchase of stock, customer handover
- Governing law and jurisdiction: Dutch law and Dutch courts (or the Netherlands Commercial Court for English-language proceedings) for a distribution relationship centred on the Netherlands
Each of these clauses interacts with the others. A strong termination clause does not help if the minimum purchase obligations are unclear. An exclusivity provision can be unenforceable under EU competition law if the market share thresholds of the Vertical Block Exemption Regulation are exceeded. A resale price clause drafted as "recommended retail price" but enforced in practice as a fixed price can turn into a hardcore competition infringement. Drafting these issues together, with a clear view of the commercial relationship and the applicable legal framework, is the work of a distribution lawyer.
Terminating a distribution agreement under Dutch law
Termination is where most distribution disputes start. Dutch law does not impose a statutory notice period on distribution agreements, but Dutch case law has developed a clear doctrine on the termination of long-term commercial relationships that effectively fills the gap, and the result is often longer notice than either party expected.
The Dutch Supreme Court has held, in a line of cases on termination of long-term distribution and cooperation agreements, that where a contract is silent on termination, it can generally be terminated, but only with due observance of a reasonable notice period and, in some cases, against payment of compensation for specific investments that the distributor made in reasonable reliance on continuation of the relationship. What counts as a reasonable notice period depends on the circumstances: the duration of the relationship, the distributor's dependency on the supplier, the investments made, the time needed to find an alternative, and industry custom. Notice periods of several months up to a year or more are not unusual in litigated cases, and the courts have sometimes gone further where the distributor's business was effectively built around the supplier's products.
A well-drafted distribution agreement avoids most of this by fixing the notice period and the post-termination regime in the contract itself. A contract with a clear one-year notice period for termination for convenience, an objective standard for termination for breach, and explicit rules on inventory run-off, pending orders and outstanding payments is much cheaper than the alternative. For contracts that are already in place and are about to be terminated, the analysis runs the other way: we assess the notice period that should be served, the risk of a reliance-based compensation claim, and the practical steps that reduce exposure on termination.
Most termination disputes we handle run through one of three procedural routes: negotiation to a settlement, summary proceedings (kort geding) for urgent injunctive relief or the payment of specific sums, or full merits litigation before the District Court or the Netherlands Commercial Court. Pre-judgment attachment (conservatoir beslag) is frequently used as leverage in distribution disputes, particularly when the supplier is trying to cut off supply and the distributor needs to secure a remedy.
EU competition law and vertical restraints in the Netherlands
Distribution agreements are vertical agreements under EU competition law. Regulation (EU) 2022/720 (the Vertical Block Exemption Regulation, VBER), which entered into force on 1 June 2022, provides a safe harbour for most vertical restraints up to a 30% market share threshold, subject to a list of hardcore restrictions that cannot benefit from the block exemption.
The practical points that come up most often in distribution drafting are:
- Resale price maintenance: a hardcore restriction. Recommended resale prices are permitted; fixed or minimum resale prices are not, and dual-pricing schemes that penalise online sales have been held to be hardcore in recent ECJ case law
- Territorial and customer restrictions: exclusive distribution remains possible, but passive sales (responding to unsolicited orders from outside the territory) cannot generally be prohibited. The revised VBER has relaxed some rules on dual distribution
- Non-compete obligations: indefinite or longer than five-year non-competes generally lose the benefit of the block exemption
- Online sales restrictions: a distributor's ability to sell online is protected by the VBER, and outright bans on internet sales are hardcore
These rules apply regardless of how the contract is drafted, and drafting that conflicts with them produces clauses that are not only unenforceable but can attract fines. We draft and review distribution agreements with a concrete view on where the VBER boundaries run for the specific product and market.
Our experience with distribution matters
In our practice we regularly draft and review distribution agreements for suppliers and distributors in the manufacturing supply chain, and we handle the termination disputes that come with long-running distribution relationships. Recurring issues include exclusivity and minimum purchase obligations, compliance of resale-price and territorial clauses with the EU Vertical Block Exemption Regulation, inventory run-off on termination, and Dutch Supreme Court case law on reasonable notice periods for long-term duurovereenkomsten. We have acted for international suppliers terminating Dutch distributors and for Dutch distributors receiving termination notices from foreign principals, which gives us a view on both sides of the typical dispute.
Working with MAAK Advocaten on distribution matters
We act both for suppliers and for distributors, depending on the engagement. Our distribution work runs in English, German and Dutch, and clients reach the specialist handling the file directly. Fees are agreed in advance as described on our lawyer fees page: fixed fees for drafting and review mandates, hourly rates for open-ended negotiations and disputes, hybrid arrangements where a defined scope makes sense. The distribution practice is led by Remko Roosjen.
If you are drafting a new distribution agreement, negotiating one with a Dutch counterparty, facing termination of an existing distribution relationship, or dealing with a dispute over minimum purchase obligations, territory or pricing, an initial conversation is at no charge. Read more about MAAK Advocaten.
Related terms in our legal dictionary: distribution termination notice period, long-term contracts (duurovereenkomst), termination checklist, competition law and vertical agreements.
Related pages: Dutch contract law guide, commercial agency agreements, franchise agreements, termination of contract, breach of contract litigation, international trade law firm.
Call +31 20 210 31 38, email mail@maakadvocaten.nl, or visit our contact page. MAAK Advocaten is based at Kraanspoor 34, 1033 SE Amsterdam.
Frequently Asked Questions
Is a distributor entitled to a goodwill indemnity on termination under Dutch law?
How long a notice period should a supplier give when terminating a distribution agreement for convenience?
Can a supplier fix the resale prices charged by its Dutch distributor?
Dutch distribution lawyer
"Distribution disputes are one of the most predictable patterns in my practice. A long-running supplier relationship ends, and suddenly all the things that were never written down become urgent: notice periods, minimum purchase obligations, who owns the customer data, what happens to unsold inventory, whether the distributor has a claim for the investments it made in the supplier's brand.
For new distribution agreements, my role is to get these things on paper at the start, in a way that fits the commercial relationship and stays within EU competition law. For existing relationships that are running into trouble, my role is to assess the position quickly and find the fastest route to a workable outcome, which is usually a negotiated exit rather than a full court fight.
I act for both suppliers and distributors, depending on the matter, in English, German or Dutch."
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Last reviewed: April 15, 2026 by MAAK Advocaten N.V.