Doing Business in the Netherlands 2012 - American Chamber of ...

In 2013 the Consumer Authority will merge with the OPTA (Dutch
Post and Telecommunications Authority) and the NMa (the Dutch
competition authority) into a single overarching supervisor.
8.5 Agency Agreements
A commercial agent is a person or company that mediates against
payment with respect to the conclusion of contracts and, possibly,
concludes those contracts in the name and for the account of the
principal.
Dutch agency law is based on EC Directive 86/653/EC and is
substantially mandatory in nature, particularly those provisions aimed
at protecting the agent. For example, mandatory minimum notice
periods apply and an agent is in principle entitled to receive goodwill
compensation upon termination of the agency agreement.
Termination of an agency agreement may be subject to prior approval
of the Dutch Employee Insurance Agency (UWV WERKbedrijf) in
case a so-called “small” agent is involved (i.e., an individual who acts
as an agent for not more than two principals and who does not employ
more than two assistants).
Parties are free to determine the governing law of their agreement.
However, a choice for foreign law will not set aside the so-called
Dutch “overriding mandatory rules.” To date, the rules regarding
goodwill compensation and the special termination protection
applying to “small” agents have been considered as such overriding
mandatory rules.
Finally, EU and Dutch competition rules may also have an impact on
agency agreements. Please refer to chapter 10.
8.6 Distribution Agreements
A distribution agreement differs from an agency agreement in that the
distributor purchases products or services from the supplier and resells
them to third parties in its own name and for its own account.
66 Baker & McKenzie