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Distributorship Contract for the Netherlands

Distributorship Contract Template for Netherlands

A comprehensive commercial agreement governed by Dutch law that establishes and regulates the relationship between a supplier/manufacturer and a distributor. The agreement outlines the terms under which the distributor will purchase, market, and resell the supplier's products within a defined territory. It addresses key aspects such as territorial rights, ordering procedures, pricing mechanisms, intellectual property usage, and compliance with Dutch and EU competition laws. The document includes provisions for performance standards, reporting requirements, and termination procedures, all structured within the framework of Dutch commercial law and EU regulations.

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What is a Distributorship Contract?

This Distributorship Contract is essential for businesses looking to establish a formal distribution relationship in or from the Netherlands. It is particularly relevant when a manufacturer or supplier wishes to expand their market reach through a third-party distributor who will purchase, stock, and resell their products. The agreement, governed by Dutch law, needs to comply with both Dutch Civil Code requirements and EU competition regulations, particularly regarding territorial restrictions and exclusive arrangements. The document covers crucial commercial aspects including appointment terms, territory definitions, ordering processes, pricing structures, and performance requirements. It's commonly used when entering new markets, restructuring distribution networks, or formalizing existing distribution relationships, and can be adapted for both exclusive and non-exclusive distribution arrangements.

What sections should be included in a Distributorship Contract?

1. Parties: Identification of the supplier and distributor with full legal entity details

2. Background: Context of the agreement and brief description of the parties' business relationship

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment and Territory: Scope of distributor appointment and defined territory

5. Rights and Obligations of the Supplier: Supplier's commitments including product supply, support, and training

6. Rights and Obligations of the Distributor: Distributor's commitments including marketing, sales efforts, and reporting

7. Products and Pricing: Specification of products covered and pricing mechanism

8. Orders and Delivery: Process for ordering, delivery terms, and logistics arrangements

9. Payment Terms: Payment conditions, invoicing, and currency provisions

10. Intellectual Property Rights: Protection and usage rights of trademarks, patents, and other IP

11. Term and Termination: Duration of agreement and termination provisions

12. Post-Termination: Obligations and rights after contract termination

13. Confidentiality: Protection of confidential information

14. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction provisions

15. General Provisions: Standard boilerplate clauses including force majeure, notices, and amendments

What sections are optional to include in a Distributorship Contract?

1. Minimum Purchase Requirements: Include when supplier requires minimum purchase volumes

2. Performance Targets: Include when specific sales targets are part of the agreement

3. Marketing and Promotion: Include detailed marketing obligations when significant marketing efforts are required

4. Training Requirements: Include when product complexity requires specific training programs

5. Non-Compete Obligations: Include when exclusivity arrangements are desired (subject to competition law)

6. After-Sales Service: Include when product requires specific maintenance or support

7. Insurance Requirements: Include when specific insurance coverage is required

8. Data Protection: Include detailed GDPR compliance when personal data processing is involved

9. Bank Guarantee: Include when financial security is required

What schedules should be included in a Distributorship Contract?

1. Schedule 1 - Products: Detailed list of products covered by the agreement

2. Schedule 2 - Territory: Detailed description or map of the territory

3. Schedule 3 - Prices and Discount Structure: Pricing details and applicable discount schemes

4. Schedule 4 - Technical Specifications: Product technical specifications and requirements

5. Schedule 5 - Service Level Agreement: Details of required service levels and response times

6. Schedule 6 - Trademark Usage Guidelines: Guidelines for use of supplier's trademarks

7. Appendix A - Order Form Template: Standard form for placing orders

8. Appendix B - Reporting Templates: Templates for required periodic reports

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Netherlands

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions






















































Clauses









































Relevant Industries

Consumer Goods

Electronics

Automotive

Pharmaceuticals

Medical Devices

Industrial Equipment

Food and Beverage

Cosmetics

Software and Technology

Fashion and Apparel

Construction Materials

Chemical Products

Agricultural Products

Machinery and Tools

Relevant Teams

Legal

Commercial

Sales

Business Development

Supply Chain

Operations

Procurement

Executive Leadership

Distribution

International Trade

Compliance

Relevant Roles

Commercial Director

Sales Manager

Business Development Manager

Legal Counsel

Contract Manager

Supply Chain Manager

Operations Director

Chief Commercial Officer

Distribution Manager

Regional Sales Director

Procurement Manager

General Counsel

CEO

Managing Director

Commercial Contracts Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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