Consignment Agreement for the Netherlands

Consignment Agreement Template for Netherlands

A Consignment Agreement under Dutch law is a legal contract that establishes the terms and conditions under which one party (the consignor) entrusts goods to another party (the consignee) for sale, while retaining ownership until the goods are sold. This agreement, governed by the Dutch Civil Code (Burgerlijk Wetboek), specifically outlines the responsibilities of both parties, including handling, storage, pricing, commission structures, reporting requirements, and payment terms. It provides crucial protection for both parties by clearly defining ownership rights, risk allocation, and operational procedures while ensuring compliance with Dutch commercial and contract law.

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What is a Consignment Agreement?

A Consignment Agreement is essential for businesses operating under a consignment model in the Netherlands, where goods are provided for sale without transfer of ownership until actual sale occurs. This document is particularly relevant when a business wants to expand its distribution channels while maintaining control over its inventory, or when retailers wish to minimize inventory risk. The agreement, compliant with Dutch law, includes comprehensive details about handling procedures, commission structures, reporting requirements, and risk allocation. It's commonly used in retail, luxury goods, art, and various other sectors where consignment arrangements are prevalent. The document ensures clear understanding of responsibilities and protects both parties' interests while maintaining compliance with Dutch commercial regulations and the Civil Code.

What sections should be included in a Consignment Agreement?

1. Parties: Identification and details of the consignor and consignee

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

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

4. Appointment and Scope: Terms of appointment of the consignee and scope of the consignment arrangement

5. Delivery and Receipt of Goods: Procedures for delivery, inspection, and acceptance of consigned goods

6. Title and Risk: Clarification that title remains with consignor until sale, and allocation of risk

7. Storage and Handling: Requirements for storage, handling, and maintenance of consigned goods

8. Pricing and Commission: Pricing structure for goods and commission rates for the consignee

9. Payment Terms: Terms for payment collection, remittance to consignor, and commission payment

10. Reporting and Records: Requirements for inventory tracking, sales reporting, and record-keeping

11. Insurance: Insurance requirements for consigned goods

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

13. Return of Goods: Procedures for return of unsold goods

14. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes

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

What sections are optional to include in a Consignment Agreement?

1. Intellectual Property Rights: Required when consigned goods involve branded products or protected designs

2. Confidentiality: Needed when parties exchange sensitive business information

3. Marketing and Display: Include when specific requirements exist for product display and marketing

4. Quality Control: Required for goods requiring specific quality maintenance standards

5. Territory Restrictions: Include when consignee's sales territory is restricted

6. Minimum Performance Requirements: Include when setting specific sales targets or performance metrics

7. Data Protection: Required when personal data processing is involved

8. Force Majeure: Include for protection against unforeseen circumstances

9. Non-Competition: Include when restricting consignee from selling competing products

What schedules should be included in a Consignment Agreement?

1. Schedule 1 - List of Consigned Goods: Detailed inventory of goods subject to consignment

2. Schedule 2 - Commission Structure: Detailed breakdown of commission rates and calculation methods

3. Schedule 3 - Operating Procedures: Detailed procedures for handling, storage, and sales of goods

4. Schedule 4 - Reporting Templates: Standard forms for inventory and sales reporting

5. Schedule 5 - Storage Requirements: Specific requirements for storage conditions and handling

6. Appendix A - Insurance Requirements: Detailed insurance requirements and coverage specifications

7. Appendix B - Quality Standards: Detailed quality control standards and procedures

8. Appendix C - Returns Policy: Detailed procedures for handling returns and damaged goods

Authors

Alex Denne

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

Jurisdiction

Netherlands

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Retail

Art and Antiques

Luxury Goods

Fashion and Accessories

Electronics

Automotive Parts

Industrial Equipment

Agricultural Products

Furniture and Home Goods

Sporting Goods

Books and Publications

Jewelry and Watches

Relevant Teams

Legal

Commercial

Sales

Operations

Supply Chain

Finance

Procurement

Risk and Compliance

Retail Operations

Logistics

Business Development

Contract Administration

Relevant Roles

Chief Executive Officer

Commercial Director

Sales Manager

Retail Operations Manager

Supply Chain Manager

Legal Counsel

Business Development Manager

Inventory Manager

Finance Director

Procurement Manager

Contract Administrator

Risk Manager

Compliance Officer

Store Manager

Logistics 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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