Commercial law  

If you are doing business in the Netherlands, you are likely to encounter Dutch commercial law (handelsrecht). This area of law governs how businesses deal with each other and with consumers. It covers a wide range of legal rules and practices that are essential for trade, sales, and commercial partnerships.

This article explains the basics of commercial law in the Netherlands, including the legal framework, key topics, and how it differs from business law and company law. Whether you are starting a small business or working with international clients, understanding commercial law can help you avoid legal risks and run your business smoothly.

What is commercial law?

Commercial law (handelsrecht) is the area of Dutch law that regulates trade and commercial transactions. It focuses on how businesses interact with each other and with their customers. This includes contracts, sales, commercial agencies, and other trade-related agreements.

Unlike company law (vennootschapsrecht), which is concerned with the legal structure and governance of companies, and business law (ondernemingsrecht), which includes broader compliance matters, commercial law deals specifically with transactional activities. It is practical and directly connected to daily business operations.

Legal sources of Dutch commercial law

Commercial law is based mainly on the Dutch Civil Code (Burgerlijk Wetboek), particularly:

• Book 6 Dutch Civil Code [1] – general contract and obligation law

• Book 7  Dutch Civil Code [2] – specific contract types such as sale, lease, agency, and franchise

In addition, Dutch commercial law interacts with other legal areas. For instance, transport and international trade law were traditionally considered part of commercial law. However, today they are recognised as specialised legal fields. For detailed information on logistics and international deliveries, see our article on trade and transport law in the Netherlands.

Key areas of Dutch commercial law

Dutch commercial law touches on many aspects of business activity. Below are four key areas where it commonly applies:

1. Sales of goods and services

The buying and selling of goods and services are at the core of commercial law. Dutch law outlines important rules around:

• Delivery and acceptance

• Transfer of ownership

• Liability and risk

• Non-performance and legal remedies

• Product warranties and defects

These rules apply in both business-to-business (B2B) and business-to-consumer (B2C) transactions. However, additional consumer protections may apply in B2C deals, such as mandatory cooling-off periods and information obligations.

2. General terms and conditions

Many companies use general terms and conditions (algemene voorwaarden) when offering their services or selling products. These may regulate:

• Payment deadlines

• Delivery obligations

• Liability limitations

• How disputes will be handled

Under Dutch law, such terms must be provided clearly and in advance. Importantly, in consumer contracts, terms may be invalid if considered unfair or unbalanced.

3. Commercial agency and distribution

Another core aspect of commercial law is the regulation of business intermediaries. Dutch law makes a distinction between:

• Agency agreements (agentuurovereenkomsten) – where an agent acts on behalf of a principal

• Distribution agreements – where a distributor purchases and resells goods independently

In addition, agents are entitled to compensation upon termination in certain cases, which is a key point to consider when entering or ending such arrangements.

4. Trade practices and fair competition

Dutch and European law prohibit dishonest or aggressive commercial behaviour. Relevant rules apply to:

• Misleading advertising

• Comparative marketing

• Unfair pressure or sales tactics

• Discrediting competitors

Examples of applicable regulations include:

• The Dutch Advertising Code (Reclamecode) [3]

• The Unfair Commercial Practices Act (Wet oneerlijke handelspraktijken) [4]

• Various EU directives on unfair competition [5]

Violations may lead to penalties, reputational damage or claims for compensation.

How is commercial law different from business law?

At first glance, commercial and business law may seem to cover the same ground. In reality, they deal with different aspects of running a business.

• Business law focuses on how a business is organised and managed – including its structure, shareholders and compliance.

• Commercial law focuses on what the business does: selling goods, making deals, and entering commercial relationships.

For example, setting up a BV or appointing a director falls under business law. By contrast, negotiating a sales agreement or hiring a distributor falls under commercial law.

While both areas often overlap, understanding the distinction helps you apply the correct rules in each situation.

When does commercial law apply?

Commercial law is relevant for most businesses trading in the Netherlands – whether you’re a local sole trader or an international enterprise. It applies when:

• Buying or selling goods and services

• Using general terms and conditions

• Appointing agents or distributors

• Resolving commercial disputes

• Advertising products or services

As a result, it applies across industries and business sizes – from freelancers and startups to large multinational firms.

Conclusion

Commercial law in the Netherlands sets out the rules for business transactions and trade. It regulates everything from contract formation and sales to distribution and marketing. While it overlaps with other areas, it stands out for its strong focus on practical, everyday business dealings.

Topics like international delivery, shipping or customs, although historically linked, now fall under specialised trade and transport law. You can read more about that in our related article.

To reduce risk and strengthen your business relationships, it is wise to seek professional support. A commercial lawyer can help you draft clear contracts, limit liability, and handle disputes if they arise.

A mediator can also assist – both in resolving conflicts and in helping business partners define how they want to work together from the start. This type of preventive mediation can help avoid misunderstandings and keep cooperation on track.

Whether you’re just starting out or managing complex trade relationships, expert legal or mediation support helps you navigate Dutch commercial law with confidence.

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Disclaimer: The information provided on this website is for general informational purposes only and is not legally binding. Although we strive for accuracy, the content may contain errors. If you notice any mistakes, please let us know by contacting us via the contact form located at the bottom of the page.

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References

[1] Government of the Netherlands, Dutch Civil Code Book 6 (Burgerlijk Wetboek Boek 6), wetten.overheid.nl, accessed on 06/21/2025
[2] Government of the Netherlands, Dutch Civil Code Book 7 (Burgerlijk Wetboek Boek 7), wetten.overheid.nl, accessed on 06/21/2025
[3] Netherlands Enterprise Agency, Rules for advertising (Regels voor reclame), ondernemersplein.overheid.nl , accessed on 06/21/2025
[4] Government of the Netherlands, What does the government do against unfair commercial practices? (Wat doet de overheid tegen oneerlijke handelspraktijken?), rijksoverheid.nl, accessed on 06/21/2025
[5] European Union, Unfair commercial practices directive, europa.eu, accessed on 06/21/2025