What is a distribution agreement (distributieovereenkomst) under Dutch law?

Dutch term: Distributieovereenkomst | Legal basis: General contract law + EU competition law

A distribution agreement (distributieovereenkomst) is a contract under which a distributor buys goods from a supplier and resells them in its own name and for its own account. Unlike commercial agency, distribution is not governed by a specific statutory regime in the Netherlands. It lives in contractual freedom, shaped by general Dutch contract law and EU competition law.

The key difference from agency is that the distributor bears its own commercial risk. There is no statutory goodwill indemnity on termination (unlike agents under article 7:442 BW). However, Dutch Supreme Court case law on long-term commercial relationships requires a reasonable notice period for termination, even if the contract is silent. EU competition law (the Vertical Block Exemption Regulation, Regulation (EU) 2022/720) imposes restrictions on resale price maintenance, territorial restrictions and non-compete durations.

Why it matters for international businesses

For international suppliers and distributors, the termination of a distribution relationship is where most legal disputes arise. Getting the notice period and post-termination regime right in the contract is essential.

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