International trade law firm in the Netherlands

Q: Can a foreign manufacturer avoid Dutch commercial agent goodwill claims by choosing foreign law?

Not easily. The Dutch rules on commercial agency implement EU Directive 86/653/EEC, and the goodwill indemnity and notice protections are considered mandatory rules. The Court of Justice of the EU has held that these protections apply to agents operating within the EU even if the agency agreement is governed by the law of a non-EU country.

MAAK Advocaten is an Amsterdam-based law firm with a focused international trade practice. We advise manufacturers, importers, distributors, commercial agents and their trading partners on cross-border sales of goods, supply chain contracts, EU trade regulation, and the disputes that arise when goods move across borders. Trade is where most of our commercial work sits, and the Netherlands is an unusually good base from which to handle it.

The Netherlands is one of the largest trading economies in the European Union, with the Port of Rotterdam and Schiphol Airport serving as the primary gateways for goods entering and leaving the EU. For foreign businesses, that matters in a very practical way: if your products pass through the Netherlands at any stage, Dutch law, Dutch contracts and Dutch courts are likely to touch the transaction at some point. Having a Dutch trade lawyer who understands both the local legal framework and the international context is usually the difference between friction and flow.

Our international trade practice runs along three axes: the contracts that govern cross-border trade, the regulatory rules that shape how goods can be placed on the EU market, and the dispute resolution mechanisms available when trade relationships break down. We work in English, German and Dutch, and the majority of our trade matters are cross-border from the first email.

Cross-border commercial contracts under Dutch law

International trade starts with a contract. Sale, distribution, agency, franchise, supply, OEM and service agreements each have their own Dutch-law and EU-law considerations when they cross borders, and getting the drafting right is the most effective way to manage cross-border risk.

For sale of goods contracts, the first question is usually whether the CISG (the UN Convention on Contracts for the International Sale of Goods, also known as the Vienna Sales Convention) applies, and whether the parties want it to apply. The CISG automatically governs most B2B sales of goods between parties in different CISG-contracting states unless they opt out. The opt-out is a drafting matter, not a formality: a clause that simply says "Dutch law applies" will not always exclude the CISG, because the CISG is part of Dutch law. Getting this right is one of the most common things we fix in contracts drafted without local input. See our practical guide on how to draft a CISG opt-out clause.

Incoterms are the second recurring issue. The ICC Incoterms rules (EXW, FCA, CPT, CIP, DAP, DPU, DDP, FAS, FOB, CFR, CIF) allocate delivery, risk, cost and customs responsibility between seller and buyer. They do not cover payment terms, transfer of ownership, or remedies for breach. Contracts that rely on an Incoterm alone, without aligning the rest of the contract with the chosen term, almost always produce disputes. We draft and review trade contracts with a clear eye on what the Incoterm actually does and does not do.

For longer-term trading relationships, we work on the full set of international commercial agreements:

International distribution and dealer agreements
Commercial agency agreements, including termination and goodwill claims under articles 7:428 to 7:445 of the Dutch Civil Code (implementing Directive 86/653/EEC)
Franchise agreements, including the Dutch Franchise Act (Wet franchise) which imposes pre-contractual disclosure and cooling-off obligations
Manufacturing and supply agreements, OEM and private-label agreements, and quality agreements
Licensing, technology transfer and distribution of software and technology products
Framework supply agreements governing ongoing trading relationships

Placing goods on the EU market through the Netherlands

Selling into the EU is not only a contractual exercise. It is also a regulatory one. Products placed on the EU market must meet harmonised product safety, labelling and compliance requirements, and responsibility for compliance is allocated among economic operators (manufacturer, authorised representative, importer, distributor) under EU law.

MAAK Advocaten's product compliance practice handles the regulatory side of this work: CE marking, technical documentation, declarations of conformity, the General Product Safety Regulation (GPSR), the Machinery Regulation, sector-specific directives and regulations, market surveillance by the Dutch authority (NVWA), recalls, and product liability exposure. Foreign manufacturers selling into the EU through a Dutch importer or distributor usually need to address these rules in their supply contracts as well, because the default allocation of obligations under EU law may not reflect the commercial intent between the parties.

For clients whose products are regulated by specific EU frameworks (construction products, medical devices, electrical equipment, toys, cosmetics, chemicals under REACH, or machinery), we advise on the interaction between the regulatory regime and the commercial contract. Who is the "manufacturer" for CE-marking purposes? Who is responsible for post-market surveillance? Who pays for a recall? These are questions that need answers before the first shipment, not after a market surveillance inspection.

Cross-border disputes and enforcement in the Netherlands

When an international trade contract breaks down, the disputes that follow are almost always jurisdiction-heavy. Where should the claim be brought, under which law, and how will any resulting judgment or award be enforced against a counterparty that may have assets in several countries?

We handle cross-border commercial disputes on all three fronts. We litigate before Dutch courts, including the Netherlands Commercial Court, (which conducts proceedings in English and is well suited to international commercial matters), act in international arbitration under NAI, ICC and UNCITRAL rules, and coordinate with foreign counsel when a matter touches multiple jurisdictions. For urgent matters we use Dutch summary proceedings (kort geding) and pre-judgment attachment (conservatoir beslag) to secure assets or obtain a first ruling within weeks.

Enforcement is often the decisive question. A judgment from an EU court is enforceable across the EU under the Brussels I Recast Regulation without a separate exequatur procedure. Arbitral awards are enforceable in more than 170 states under the New York Convention. Judgments from non-EU courts, by contrast, generally need to be recognised by Dutch courts before they can be enforced here, and that requires a separate procedure. We assess enforcement prospects before any matter goes into dispute, because a victory that cannot be collected is not a victory.

Sectors and clients

Our international trade practice is concentrated in the manufacturing supply chain. Typical clients are:

Foreign manufacturers selling into the Netherlands or the wider EU through distributors, commercial agents or their own Dutch subsidiary
Dutch and international distributors, importers and wholesalers bringing products to market
Commercial agents handling Dutch or EU-wide territories for foreign principals
Franchise systems expanding into or within the Netherlands
Industrial and technology companies with cross-border supply and OEM relationships
In-house legal teams needing Dutch-law capacity on specific trade matters
Logistics companies, freight forwarders and carriers dealing with transport claims, CMR disputes and multimodal shipping

We do not handle customs clearance, export control or sanctions as standalone specialisms. For those matters we work with trusted specialists and focus on the commercial, contractual and disputes side of international trade, which is where our added value sits. ESG supply chain obligations, including the EUDR, CBAM, CSRD and CSDDD, are increasingly affecting international trade contracts and require specific contractual provisions on due diligence, traceability and sustainability reporting.

Working with MAAK Advocaten

We work in Dutch, English and German. Contracts, correspondence, meetings and court submissions are handled in whichever language fits the matter best. Clients reach the specialist handling the file directly, without intermediating layers, and fees are agreed in advance on a fixed, hourly or hybrid basis.

If you are negotiating an international trade contract, facing a cross-border dispute, or looking for a Dutch international trade law firm that can take a matter off your desk without long onboarding, an initial conversation is at no charge.

Related terms in our legal dictionary: drafting a CISG opt-out clause, Incoterms in Dutch trade, CMR Convention, customs compliance, maritime transport claims.

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

Does the CISG automatically apply to contracts with a Dutch party?

For most B2B sales of goods between a Dutch party and a party based in another CISG-contracting state, yes. The Netherlands is a CISG-contracting state, so the CISG automatically governs cross-border sales of goods between Dutch and foreign parties unless the contract clearly opts out. A generic "Dutch law applies" clause does not, by itself, exclude the CISG, because the CISG is part of Dutch law. If you want to exclude it, the opt-out language needs to be explicit.

What is the Dutch Franchise Act and does it apply to foreign franchisors?

The Wet franchise (Dutch Franchise Act) entered into force on 1 January 2021 and governs franchise relationships where the franchisee operates in the Netherlands. It applies regardless of the franchisor's nationality. The Act imposes a pre-contractual information obligation (minimum four weeks before signing), a standstill period, good-faith duties during the relationship, and protective rules for changes and termination. Foreign franchisors expanding into the Netherlands need to comply with the Act even if their franchise agreement is governed by foreign law.

Can a foreign manufacturer avoid Dutch commercial agent goodwill claims by choosing foreign law?

Not easily. The Dutch rules on commercial agency (articles 7:428 to 7:445 of the Dutch Civil Code) implement EU Directive 86/653/EEC, and the goodwill indemnity and notice protections are considered mandatory rules. The Court of Justice of the EU has held that these protections apply to agents operating within the EU even if the agency agreement is governed by the law of a non-EU country. In practice, a foreign principal appointing a commercial agent for a Dutch or EU territory will almost always face the same mandatory regime regardless of the chosen governing law.