Legal Templates
Reseller Agreement

Reseller Agreement for the Netherlands

Reseller Agreement Template for Netherlands

A comprehensive commercial agreement governed by Dutch law that establishes and regulates the relationship between a supplier and a reseller. The document outlines the terms and conditions under which the reseller is authorized to market, sell, and distribute the supplier's products within a specified territory. It addresses crucial aspects including appointment terms, ordering processes, pricing structures, intellectual property rights, and compliance with Dutch and EU regulations. The agreement incorporates both mandatory provisions under Dutch commercial law and practical commercial terms to create a clear framework for the business relationship.

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What is a Reseller Agreement?

The Reseller Agreement is essential for businesses looking to expand their distribution networks in the Netherlands and potentially across Europe. This document is typically used when a supplier wishes to authorize another business to resell their products while maintaining control over how their products are marketed and sold. The agreement requires careful consideration of Dutch commercial law, EU competition regulations, and industry-specific requirements. It should clearly define the nature of the relationship, territorial rights, pricing structures, and operational procedures. The document is particularly important for international companies entering the Dutch market through local resellers, as it needs to balance commercial flexibility with legal compliance under Dutch jurisdiction.

What sections should be included in a Reseller Agreement?

1. Parties: Identification and details of the supplier and reseller entities

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

3. Definitions: Defined terms used throughout the agreement

4. Appointment and Scope: Terms of reseller appointment, territory, and exclusivity/non-exclusivity

5. Ordering and Delivery: Process for placing orders, delivery terms, and logistics arrangements

6. Prices and Payment: Pricing structure, payment terms, invoicing, and related financial conditions

7. Obligations of the Supplier: Supplier's commitments regarding product supply, support, and training

8. Obligations of the Reseller: Reseller's commitments regarding sales, marketing, and customer service

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

10. Confidentiality: Protection of confidential information and trade secrets

11. Term and Termination: Duration of agreement and circumstances for termination

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

13. Liability and Indemnification: Limitations of liability and indemnification obligations

14. General Provisions: Standard clauses including notices, assignment, and governing law

What sections are optional to include in a Reseller Agreement?

1. Minimum Purchase Requirements: Include when supplier requires minimum order quantities or values

2. Marketing and Promotion: Include when specific marketing obligations or cooperative advertising are required

3. Training Requirements: Include for technical products requiring specific product knowledge

4. Service Level Requirements: Include when specific customer service standards must be maintained

5. Competition Restrictions: Include when non-compete or product exclusivity is required

6. Data Protection: Include when significant personal data processing is involved

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

8. Compliance with Trade Controls: Include for international resale arrangements

9. Environmental Compliance: Include for products with environmental regulations or restrictions

What schedules should be included in a Reseller Agreement?

1. Products and Prices Schedule: Detailed list of products and pricing structure

2. Territory Schedule: Detailed description of authorized sales territory

3. Service Level Agreement: Detailed service requirements and performance metrics

4. Technical Requirements: Technical specifications and compliance requirements

5. Marketing Guidelines: Brand usage and marketing requirements

6. Commission Structure: Detailed breakdown of commission calculations if applicable

7. Warranty Terms: Detailed warranty terms and procedures

8. Return Policy: Products return and replacement procedures

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

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Jurisdiction

Netherlands

Publisher

Genie AI

Document Type

Partnership Agreement

Sector

Commercial

Cost

Free to use
Relevant legal definitions
Agreement
Applicable Law
Authorized Territory
Business Day
Commencement Date
Confidential Information
Customer
Delivery Point
End User
Force Majeure Event
Initial Term
Intellectual Property Rights
Minimum Purchase Requirements
Net Sales
Order
Products
Product Specifications
Purchase Price
Quarter
Renewal Term
Resale Price
Sales Forecast
Services
Supplier Marks
Technical Documentation
Term
Territory
Trade Controls
Working Hours
Year
Affiliate
Associated Company
Marketing Materials
Quality Standards
Retail Price
Service Level Requirements
Stock Requirements
Training Materials
Warranty Period
Commission
Compliance Requirements
Distribution Channel
Exclusive Rights
Payment Terms
Performance Targets
Restricted Information
Termination Date
Third Party
Trade Secrets
Clauses
Appointment
Territory
Exclusivity
Term
Ordering
Delivery
Pricing
Payment
Marketing
Intellectual Property
Confidentiality
Non-Competition
Performance Requirements
Training
Customer Support
Warranties
Liability
Indemnification
Force Majeure
Termination
Post-Termination
Assignment
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendment
Compliance
Data Protection
Anti-Corruption
Export Control
Product Returns
Quality Control
Audit Rights
Insurance
Business Continuity
Stock Requirements
Reporting
Commission
Third Party Rights
Relevant Industries

Technology

Consumer Goods

Electronics

Automotive

Industrial Equipment

Software

Telecommunications

Medical Devices

Fashion and Apparel

Food and Beverage

Construction Materials

Pharmaceuticals

Chemical Products

Agricultural Products

Relevant Teams

Legal

Sales

Commercial

Business Development

Procurement

Operations

Compliance

Partner Relations

Distribution

Contract Management

Relevant Roles

Commercial Director

Sales Manager

Business Development Manager

Legal Counsel

Contract Manager

Procurement Manager

Channel Manager

Distribution Manager

Operations Director

Chief Commercial Officer

Account Manager

Partner Relations Manager

Compliance Officer

General Counsel

Sales Director

Industries
Dutch Civil Code (Burgerlijk Wetboek): The primary source of contract law in the Netherlands, particularly Book 6 (General Part of the Law of Obligations) and Book 7 (Specific Contracts), which govern contract formation, validity, and enforcement
EU Competition Law (Article 101 TFEU): Regulates vertical agreements between suppliers and resellers, including restrictions on pricing, territory, and exclusivity arrangements
Dutch Competition Act (Mededingingswet): National competition law implementing EU principles, particularly relevant for vertical agreements and market restrictions
EU Vertical Block Exemption Regulation (VBER): Provides safe harbor for certain vertical agreements, including reseller arrangements, when market share thresholds are met
EU General Data Protection Regulation (GDPR): Regulates the processing of personal data, relevant for customer data sharing between supplier and reseller
Dutch Implementation of the EU Consumer Rights Directive: Relevant if the reseller sells to consumers, establishing mandatory consumer protection requirements
Dutch Commercial Agency Act (Handelsagentuurovereenkomst): While not directly applicable to resellers, provides relevant principles for commercial intermediary relationships
EU E-Commerce Directive (as implemented in Dutch law): Relevant for online reselling activities, establishing requirements for electronic commerce
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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