Distribution agreement in the Netherlands: Template, Key Clauses and Local Law (2026)

What a distribution agreement is under Dutch law A distribution agreement is a contract where a supplier sells goods to a distributor, and the distributor resells them in its own name, on its own account and at its own risk. The distributor buys to resell and keeps the margin. This is the key difference from agency: an agent does not buy the goods, it finds customers for the supplier and is paid commission. The difference matters because Dutch law treats the two very differently. Agency is heavily regulated. Distribution is not. ## What Dutch law requires There is no specific statute for distribution agreements. The Dutch Civil Code has a detailed, largely mandatory regime for agency (agentuurovereenkomst), including statutory notice periods and a goodwill payment (klantenvergoeding) under Article 7:442 capped at one year's remuneration. None of this applies automatically to a distributor. A distribution contract is governed by the general rules of contract law and the overriding principle of reasonableness and fairness (redelijkheid en billijkheid). This means freedom of contract, with limits set by the courts. Parties are largely free to agree the territory, exclusivity, pricing of the sale to the distributor, minimum purchase targets and termination terms. There are no formal requirements to conclude a distribution agreement, but a written contract is strongly advised for proof. Termination of an open-ended distribution agreement is where Dutch case law bites. Even without a termination clause, an indefinite distribution agreement can be ended, but Dutch courts require a reasonable notice period and, in some cases, compensation geared to how long and how dependent the relationship was. A long relationship (for example over ten years) or heavy dependence by the distributor can lead a court to order a longer notice period or damages. A distributor has, as a rule, no statutory right to goodwill compensation, unlike an agent, but a court can still intervene on fairness grounds. Competition law sets the outer boundary. A distribution agreement is a vertical agreement. It must comply with EU competition law (Article 101 TFEU) and the Dutch Competition Act (Mededingingswet), enforced by the ACM. The EU Vertical Block Exemption Regulation (Regulation 2022/720, in force since 1 June 2022) gives a safe harbour where the market share of both supplier and buyer is at or below 30 percent and the agreement contains no hardcore restriction. ## The clauses that differ under Dutch and EU law - Resale price: the supplier may set a maximum or recommended resale price, but fixing a minimum or a fixed resale price (resale price maintenance) is a hardcore restriction and void.

• Exclusive distribution: under the 2022 rules a supplier may now reserve a territory or customer group for up to five exclusive distributors, and may protect them against active sales by others.
• Selective distribution: a supplier running a selective system may stop appointed distributors selling to unauthorised resellers, but generally may not restrict cross-supplies between authorised members.
• Online sales: the supplier may set quality criteria for online selling but may not effectively ban a distributor from selling online.
• Notice on termination: because there is no statute, the reasonable-notice rule from case law should be reflected in an express, generous notice clause to reduce dispute risk. ## A usable template (adapt with advice) Replace every [bracketed] field. This is a skeleton, not legal advice. ``` DISTRIBUTION AGREEMENT 1. Parties: Supplier [name, address, KvK number]; Distributor [name, address, KvK number].

2. Products: The products listed in Schedule 1.
3. Territory: [country / region].
4. Appointment: Supplier appoints Distributor as its [exclusive / non-exclusive / sole] distributor for the Products in the Territory.
5. Resale: Distributor buys and resells the Products in its own name and for its own account.
6. Pricing: Supplier's prices to Distributor are in Schedule 2. Distributor sets its own resale prices [Supplier may recommend a maximum resale price].
7. Minimum purchases: Distributor will purchase at least [quantity / value] per [year].
8. Orders and delivery: [ordering process, Incoterms, lead times].
9. Intellectual property: Distributor may use Supplier's trademarks only to market the Products and acquires no rights in them.
10. Term: This agreement runs from [date] for [fixed term / an indefinite period].
11. Termination: Either party may terminate on [notice period, e.g. 12 months'] written notice; either may terminate immediately for material breach not cured within [30] days or on insolvency.
12. Effect of termination: Treatment of stock, outstanding orders and [any agreed compensation].
13. Non-compete: During the term Distributor will not distribute competing products [subject to competition-law limits].
14. Governing law and forum: Dutch law; [the competent Dutch court / arbitration]. Signed by both parties at [place] on [date].

- **Clause 6 (pricing)**: you may recommend or cap resale prices. Never fix a minimum. A minimum resale price clause is not only void, it can expose both sides to an ACM investigation.
- **Clause 11 (termination and notice)**: this is the Dutch risk point. Because case law can impose a reasonable notice period on an open-ended deal, write a clear and generous notice clause. A clause saying "terminable on one month's notice" after a ten-year relationship may well be overridden by a court.
- **Clause 12 (effect of termination)**: agree in advance what happens to unsold stock and pending orders, so the end of the relationship does not become a second dispute. ## Red flags - Treating the distributor like an agent, then being surprised that agency goodwill rules do not apply (or, worse, that a court finds the relationship was really agency).
- A minimum resale price clause, which is void and risky.
- A short, blunt termination clause on a long, dependent relationship, inviting a court to impose longer notice and damages.
- Exclusivity with no market-share check against the 30 percent threshold of the block exemption.
- An online sales ban, which breaches the vertical rules.
- No written contract, leaving territory, targets and termination to argument. ## One workspace for the deal and the clock it starts A distribution agreement is really a set of future dates and duties: minimum purchase reviews, the renewal, the notice period you must honour, the competition-law limits you must not cross. The contract is signed and filed, and then the obligations drift out of sight until a renewal is missed or a termination is handled badly and becomes a claim. The reasonable-notice rule under Dutch case law punishes exactly that kind of forgetting. An AI contract workspace exists to close that gap: draft the agreement, read any clause back in plain language, surface the renewal and notice dates as live alerts, and keep every version tied to the counterparty and the people responsible. [Adira](https://adiralaw.com) is built around Indian corporate law first, and depth for the Netherlands and for EU competition analysis is on its roadmap rather than live today, so a Dutch distribution deal still needs a Dutch adviser. The point to carry away is plain: the contract and the obligations it creates should live in one place, not in a folder and a memory. This guide is general information, not legal advice. Confirm the current position with a Dutch lawyer before you sign.