Reseller Agreement in Netherlands: Template, Key Clauses and Local Law (2026)

A reseller agreement in the Netherlands is a contract where a reseller (often called a distributeur) buys products or services and resells them in its own name and for its own account. The key distinction is from a commercial agency (agentuurovereenkomst): an agent acts for a principal and negotiates or concludes sales on its behalf, while a reseller takes title and price risk. That difference decides whether the protective agency rules in the Civil Code apply, so the first job when drafting is to confirm you have a reseller and not an agent. This page explains what belongs in a Dutch reseller agreement, the local-law points that shape it, and a simple outline. It is general information, not legal advice. ## Reseller or agent: why the label matters in the Netherlands A commercial agent in the Netherlands is protected by Articles 7:428 to 7:445 of the Civil Code (Burgerlijk Wetboek, BW), including a goodwill payment (klantenvergoeding) on termination under Article 7:442. A genuine reseller is outside that regime, because it buys and resells rather than acting for a principal. There is no dedicated statute for distribution or reseller agreements, so they are governed by general contract law and the overriding principle of reasonableness and fairness (Article 6:248 BW). Dutch courts look at substance, so avoid a structure that functions like agency if you do not intend the agency protections. ## Local-law points that shape a Dutch reseller agreement - Termination and notice. Because there is no statute, the Dutch Supreme Court has filled the gap. For indefinite distribution relationships, reasonableness and fairness can require a reasonable notice period, and in some cases compensation, even where the contract allows termination. A fixed notice period in the contract helps, but a court can still test it.

• General terms and conditions. If the agreement incorporates standard terms (algemene voorwaarden), Articles 6:231 to 6:247 BW apply, including the duty to give the other party a fair chance to read them (Articles 6:233 and 6:234) and the battle-of-forms first-shot rule (Article 6:225(3)).
• Resale price maintenance is prohibited. You can suggest a resale price but cannot impose a minimum or fixed one. That is a restriction under Dutch competition law (Mededingingswet, enforced by the ACM) and Article 101 of the Treaty on the Functioning of the European Union. ## Key clauses in a Dutch reseller agreement ### Appointment and territory Define products, territory and whether the appointment is exclusive, sole or non-exclusive. ### Buy-sell terms State that the reseller buys for resale in its own name, set the price to the reseller, and cover order, delivery and payment. ### Resale conditions Set quality, branding and support standards, but keep any resale-price guidance clearly non-binding. ### Purchase targets Set volume commitments and the consequences of missing them, framed as purchase obligations. ### Trademark licence License the marks for resale and marketing with quality control and clear limits. ### Warranties and liability Allocate product warranty and set a realistic liability cap, keeping a carve-out for intent and conscious recklessness, which a court may read in under reasonableness and fairness. ### Term, termination and notice Set a notice period mindful that a court can require a reasonable one for long indefinite relationships, and address stock buy-back and run-off. ### Data and governing law Add Article 28 GDPR terms if personal data is shared, and choose Dutch law and the forum. ## A simple reseller outline for the Netherlands 1. Parties and definitions

2. Appointment, products and territory
3. Exclusivity
4. Buy-sell pricing and ordering
5. Resale conditions (no imposed minimum price)
6. Purchase targets
7. Trademark licence and brand standards
8. Warranties and liability
9. Data protection if relevant
10. Term, termination and reasonable notice
11. Post-termination stock and run-off
12. Governing law and disputes ## Common mistakes to avoid - Setting a minimum or fixed resale price, which breaches competition law.

• Structuring a reseller deal so it functions like agency, risking a goodwill claim.
• A short notice period that a court sets aside for a long indefinite relationship.
• Incorporating general terms without giving the counterparty a fair chance to read them. ## Keeping a reseller network under control Reseller networks generate many similar contracts, each with its own territory, exclusivity, targets and notice terms, and a single inconsistent clause can create competition or termination risk across the channel. Holding every reseller agreement in one workspace, with territories, exclusivity flags, notice periods and price terms visible and tracked, makes the network easier to govern and keep consistent. Adira is one AI workspace to draft, review, track and govern contracts; its depth outside India is on its roadmap, so verify Dutch coverage before relying on it for a Netherlands-governed channel. More at Adira.