Consignment Contract Template for the Netherlands

A consignment contract is a commercial agreement where you place your products with a retailer or distributor for sale while retaining ownership until the final customer purchase. Under Dutch law, this arrangement creates a specific legal relationship governed by the Dutch Civil Code, particularly Books 6 and 7 covering general contract obligations and specific commercial agreements.

When do you need this document?

You need a consignment contract when expanding your distribution network without transferring product ownership upfront. This is particularly valuable for manufacturers entering new markets, artists placing works in galleries, or businesses testing product demand through retail partners. The arrangement allows retailers to offer your products without purchasing inventory, while you maintain control over pricing and product presentation. Fashion brands commonly use consignment agreements with boutiques, and technology companies often consign demonstration equipment to resellers.

Key legal considerations

Critical provisions include clear title retention clauses ensuring you maintain ownership until final sale, detailed commission structures specifying payment terms and percentages, and comprehensive insurance arrangements protecting against loss or damage. Storage and handling requirements must specify care standards and security measures for your products. Risk allocation clauses should address liability for theft, damage, or deterioration while goods remain in the consignee's custody. Reporting obligations requiring regular sales updates and inventory reconciliation protect your interests and enable proper business planning. Termination provisions must address return procedures for unsold goods and final settlement of accounts.

Legal requirements in Netherlands

Netherlands law requires consignment agreements to comply with Dutch Civil Code provisions on contract formation and validity, ensuring clear terms and mutual understanding between parties. VAT obligations under the Dutch VAT Act require careful consideration of timing for VAT payment and invoicing requirements, as responsibility typically remains with the consignor until sale completion. Commercial relationships must align with Dutch Commercial Code provisions governing business transactions and agency arrangements. If consignment sales involve consumers, EU Consumer Rights Directive protections may apply, requiring specific disclosures and return policies. GDPR compliance is mandatory when handling customer personal data collected during consignment sales, requiring appropriate data protection measures and privacy notices.