What is an OEM agreement under Dutch law?

Dutch term: OEM-overeenkomst | Legal basis: Freedom of contract + Book 6/7 BW

An OEM (Original Equipment Manufacturer) agreement under Dutch law is a contract under which one party manufactures products or components to the specifications of another party, who then sells them under its own brand. OEM agreements are not a specific statutory contract type; they are governed by the general rules of Dutch contract law and may incorporate elements of sale, mandate and service contracts.

Key provisions include product specifications and quality standards, intellectual property ownership and licensing, conformity and acceptance testing, warranty allocation, liability and indemnity, minimum order volumes, exclusivity, pricing mechanisms, confidentiality and the interaction with EU product compliance obligations (who is the 'manufacturer' for CE marking purposes).

Why it matters for international businesses

For manufacturers and importers in the supply chain, the allocation of product compliance obligations between the OEM producer and the brand owner is one of the most commercially important clauses in the agreement.