What notice period is required when terminating a distribution agreement under Dutch law?

Dutch term: Opzegtermijn distributieovereenkomst | Legal basis: Case law (HR) + 6:248 BW

Dutch law does not impose a statutory notice period for distribution agreements (unlike commercial agency, where minimum notice periods are set by article 7:437 BW). However, the Dutch Supreme Court has developed a substantial body of case law holding that termination of long-term distribution relationships requires a reasonable notice period, even where the contract is silent or provides a shorter period than the court considers adequate.

What counts as reasonable depends on the circumstances: the duration of the relationship (longer relationships generally require longer notice), the distributor's dependency on the supplier (exclusivity, share of turnover, investments made), the investments the distributor made in reasonable reliance on continuation (marketing, staff, inventory, infrastructure), the time the distributor needs to find alternative products or suppliers, and industry custom. Dutch courts have imposed notice periods ranging from several months to a year or longer. In extreme cases, courts have supplemented the notice period with a compensation requirement for reliance investments that cannot be recovered within the notice period.

Why it matters for international businesses

For international suppliers terminating a Dutch distributor, underestimating the required notice period is the most common and most expensive mistake. Taking legal advice before serving notice, and assessing the total exposure including both the notice period and potential compensation for reliance investments, is essential. MAAK Advocaten advises both suppliers and distributors on termination strategy.