International business law from the Netherlands: contracts, jurisdiction and compliance

International business law is not a single body of rules but the combination of the contract, the law the parties chose, the court or tribunal they agreed on, and the mandatory rules of the countries the transaction touches. For a business operating from or into the Netherlands, four instruments decide most questions: the Rome I Regulation on the law applicable to contracts, the Brussels I bis Regulation on jurisdiction and enforcement within the EU, the Vienna Sales Convention for the sale of goods, and the New York Convention for the enforcement of arbitral awards. Getting those four right at the drafting stage removes most of the risk that surfaces years later.

Which law governs the contract

Within the EU the answer follows from the Rome I Regulation, which Dutch courts apply to every contract concluded from December 2009 onwards, whether or not the chosen law is that of a member state. The starting point is freedom of choice: the parties may designate the law of any country, and the choice may be express or clearly demonstrated by the terms of the contract. A clause that simply says Dutch law applies is effective even if neither party is Dutch.

Where no choice has been made, the regulation assigns a law by contract type. A contract for the sale of goods is governed by the law of the country where the seller has its habitual residence, a contract for services by the law of the country of the service provider, a distribution contract by the law of the distributor, and a contract relating to immovable property by the law of the country where the property is situated. Only where the contract is manifestly more closely connected with another country does that other law take over. The practical consequence is that a Dutch supplier who never addresses governing law will usually find Dutch law applying, and a Dutch buyer in the same position will usually find foreign law applying.

Two limits on the freedom of choice matter in practice. Consumer contracts and individual employment contracts remain subject to the protective rules the consumer or employee would enjoy under the law of their own country, whatever the contract says. And overriding mandatory provisions of the forum, and in some cases of the country of performance, apply regardless of the chosen law. Dutch commercial agency law is the clearest example: the provisions of the Civil Code on the commercial agency contract, including the goodwill payment on termination, cannot be set aside by choosing a foreign law where the agent operates in the Netherlands. Our overview of the agency agreement under Dutch law sets out those mandatory elements.

Non-contractual claims follow a separate instrument, the Rome II Regulation, under which the applicable law is in principle that of the country in which the damage occurs, with special rules for product liability, unfair competition, infringement of intellectual property rights and environmental damage. A governing law clause in the contract does not automatically cover a claim in tort, and a well drafted clause therefore says that it extends to non-contractual claims arising out of or in connection with the contract.

Which court, and what happens to the judgment

Jurisdiction between EU member states is governed by the Brussels I bis Regulation. The general rule is that a defendant is sued in the member state of its domicile, with alternatives for contractual claims in the place of performance of the obligation, which for the sale of goods is the place of delivery and for services the place where the services were provided, and for tort claims in the place where the harmful event occurred. A choice of court agreement in writing prevails over these rules and is in principle exclusive, and the chosen court decides on its own jurisdiction while any other court seised must stay its proceedings.

The reason the regulation matters as much for enforcement as for jurisdiction is that a judgment given in one member state is enforceable in the others without any declaration of enforceability. A Dutch creditor with a judgment can go straight to enforcement in another member state on production of the judgment and a certificate; the debtor may resist only on limited grounds such as a manifest breach of public policy or a defect in the service of the document instituting the proceedings. Alongside it sit the European Order for Payment for uncontested cross border claims and the European Small Claims Procedure for low value cases, both of which avoid an ordinary national procedure entirely; our article on small claims in the Netherlands explains when the latter is worth using.

Outside the EU the position is different and it is the point most often missed. The Netherlands has no general treaty on the recognition of foreign judgments with most non-EU states, and a foreign judgment is in principle not enforceable here without fresh proceedings, although Dutch courts will recognise a judgment that meets the conditions developed in case law, notably jurisdiction on internationally acceptable grounds, a proper procedure, no conflict with public policy and no incompatible Dutch decision. Two conventions narrow the gap. The Hague Choice of Court Convention obliges the courts of contracting states to respect an exclusive choice of court clause and to enforce the resulting judgment. The Hague Judgments Convention of 2019, in force for the European Union and therefore for the Netherlands since 1 September 2023, provides a broader basis for recognition and enforcement between the states that have joined it. Which of the two applies, and whether the counterparty state has joined at all, is a question to answer before the clause is drafted rather than after judgment.

Sale of goods: the Vienna Convention applies unless you exclude it

The United Nations Convention on Contracts for the International Sale of Goods has been part of Dutch law since 1992 and applies automatically to contracts for the sale of goods between parties whose places of business are in different contracting states, and also where the rules of private international law lead to the law of a contracting state. Choosing Dutch law therefore brings the convention with it, because the convention is part of Dutch law for international sales; excluding it takes an express clause.

Whether to exclude it is a commercial decision rather than a reflex. The convention offers a neutral regime that neither party has to learn from scratch, it has a developed body of international case law, and its remedial structure is workable. It also differs from Dutch domestic law on points that matter. It has no requirement of a written contract, it treats fundamental breach as the threshold for avoiding the contract, and it requires the buyer to examine the goods within as short a period as is practicable and to give notice of a lack of conformity within a reasonable time, with an outer limit of two years from handover. Domestic Dutch sales law works with the different standard of complaint within a reasonable time, and the fixed two month period applies only to consumer sales of movable goods and not to commercial transactions.

General terms and conditions deserve separate attention because Dutch law and the convention pull in different directions. Under the Civil Code an offer that refers to different general terms and conditions than those in the offer to which it responds does not create a contract on the second set unless the first set is expressly rejected, which gives the first set the advantage. The convention is generally applied as a last shot system in which the terms attached to the final communication prevail. In both systems the terms have to have been made available before or at the time of contracting; a reference to terms published on a website may be enough between businesses, but a foreign counterparty is in a stronger position to argue that terms it never received are not binding. The safest practice remains attaching the terms to the offer in the contract language.

Arbitration or the courts

For contracts with counterparties outside the EU, arbitration is usually the more enforceable option, because the New York Convention obliges the courts of over one hundred and seventy states to recognise both the arbitration agreement and the award, with only narrow grounds for refusal. That enforceability, not confidentiality or speed, is the main argument for arbitration in an international contract.

The Netherlands offers a well developed seat. Dutch arbitration law is set out in the fourth book of the Code of Civil Procedure and was modernised with effect from 2015; the Netherlands Arbitration Institute administers proceedings under its own rules; and The Hague hosts the Permanent Court of Arbitration for state related disputes. An award rendered in the Netherlands can be enforced after leave from the preliminary relief judge, and can be set aside only on the grounds listed in the statute, such as the absence of a valid arbitration agreement, a tribunal constituted in breach of the rules, a tribunal that exceeded its mandate, an unreasoned award or a conflict with public policy.

There is also a court option designed for international commerce. The Netherlands Commercial Court, a chamber of the Amsterdam district court with an appeal chamber at the court of appeal, hears international commercial disputes in English on the basis of an express agreement between the parties, applies ordinary Dutch procedural law and delivers a judgment that circulates as a Dutch judgment under the enforcement instruments described above. Its court fees are substantially higher than those of the ordinary courts, and it is worth comparing them against the cost of an arbitration before choosing. The comparison between the routes is set out in our article on international dispute resolution.

Trade compliance: the rules that do not appear in the contract

A commercial agreement can be perfectly drafted and still be unlawful to perform. Goods leaving or entering the European Union are subject to the Union Customs Code, with the classification, origin and customs value of the goods determining the duty and the documentary requirements. Items with a possible military application fall under the EU dual use regulation and require an export authorisation, which in the Netherlands is issued by the customs administration on behalf of the responsible minister, and the definition is broader than most exporters expect: encryption software, certain sensors and a range of machine tools are all listed.

Sanctions are the sharper risk. EU sanctions regulations apply directly in the Netherlands and bind every Dutch company and every EU national wherever they are. Breach is enforced through the Sanctions Act 1977 and is an economic offence, which means criminal rather than administrative liability, with investigation by the fiscal intelligence and investigation service. The obligations are not limited to avoiding listed parties: they extend to the ownership and control test, under which an entity is caught where a listed person holds fifty per cent or more of it or otherwise controls it, and to the prohibition on circumvention. The twenty five per cent figure that circulates in this context belongs to the ultimate beneficial owner register and is a different threshold for a different purpose.

Sustainability due diligence is arriving on the same desk. The corporate sustainability due diligence directive was substantially amended in 2026: the harmonised civil liability regime was removed from the directive, the ceiling for penalties is set at three per cent, member states must transpose it by 26 July 2028 and the obligations apply from 26 July 2029. Until then the directive creates no direct obligations for Dutch companies, but contractual sustainability clauses imposed by larger customers already do, and those clauses are enforceable now.

Protecting the intangible assets

Intellectual property is territorial, and an international expansion plan that does not deal with it early is expensive to repair. A Benelux trade mark registration covers the Netherlands, Belgium and Luxembourg and nothing else; an EU trade mark covers the whole internal market but is vulnerable to a single earlier right anywhere in it; and outside the EU protection depends on national filings or on the international registration system administered by the World Intellectual Property Organization. Patents follow the same pattern, with the European patent and the patent with unitary effect on one side and national filings on the other.

Two contractual points recur. Ownership of what is created in the course of a project must be allocated expressly, because default rules differ between countries and a clause that works under Dutch law may not transfer anything abroad. And know how that is not registrable is only protected as a trade secret if reasonable steps were taken to keep it secret, which means confidentiality agreements, access restrictions and exit procedures rather than a clause alone. Our guide to intellectual property law in the Netherlands sets out the rights and the registration routes.

Presence, agents and distributors

How a business enters a market determines which law follows it. A Dutch private limited company trading abroad without an establishment keeps its Dutch corporate law but may acquire tax and employment obligations elsewhere; a branch has to be registered locally; a subsidiary is a separate legal person with its own governance and its own liability. The reverse applies to foreign businesses entering the Netherlands, which must register a branch or a subsidiary with the Chamber of Commerce and register their ultimate beneficial owners in the Dutch register.

Where the entry is through an intermediary, the choice between an agent and a distributor has consequences that cannot be drafted away. A commercial agent negotiates in the name of the principal and enjoys the mandatory protection of the Civil Code, including notice periods that increase with the duration of the relationship and a goodwill payment on termination where the agent has brought new customers and the principal continues to benefit. A distributor buys and resells in its own name and has no statutory regime, but Dutch case law requires a reasonable notice period for the termination of a long standing distribution relationship, and what is reasonable depends on the duration, the dependence of the distributor and the investments it made at the request of the supplier. Termination without that notice leads to damages, and the amount is frequently larger than the margin at stake.

Both relationships are also subject to competition law. Article 101 of the Treaty on the Functioning of the European Union and the Dutch Competition Act prohibit restrictive agreements, and the block exemption for vertical agreements provides safe harbour only within its conditions. Resale price maintenance and absolute territorial protection remain hard core restrictions, and a clause of that kind is void and can trigger an investigation by the Authority for Consumers and Markets.

Data, and the limits of what a contract can fix

Any international operation moves personal data, and the General Data Protection Regulation follows it. Transfers to countries outside the European Economic Area require an adequacy decision, standard contractual clauses supported by a transfer impact assessment, or one of the derogations, and the responsibility cannot be shifted to the recipient by contract. Where a supplier processes data on your behalf, a processing agreement with the statutory content is mandatory, and the accountability principle means the documentation has to exist before a supervisory authority asks for it rather than after.

A practical order of work

Start with the four questions that determine everything else: which law governs the contract, which forum decides a dispute, whether the resulting decision can be enforced where the counterparty has assets, and which mandatory rules apply regardless of the answers. A choice of court in a state where the counterparty holds nothing is worth less than an arbitration clause that reaches its bank accounts.

Then work outwards. Decide consciously whether the Vienna Convention applies or is excluded, and make sure your general terms are attached and in the right language. Screen counterparties and the goods against the sanctions and export control regimes before signing, not before shipping. Register the trade marks that matter in the markets that matter, and put the confidentiality architecture in place before the first technical meeting. Allocate responsibility for the tax consequences to a tax adviser at the outset, because the legal structure and the tax structure have to be decided together and the legal team does not take that decision. And review the standard contract set at intervals: the instruments described here change, and a template drafted five years ago is likely to name a regime that has been replaced.

Frequently asked questions

How Law and More can help

Law & More advises Dutch and foreign businesses on the contracts and structures that carry international trade: supply, distribution and agency agreements, general terms and conditions, choice of law and forum clauses, arbitration, and the compliance questions that come with export control, sanctions and data transfers. We act in cross border disputes before the Dutch courts and in arbitration, and we work with local counsel where a foreign jurisdiction has to be covered. To discuss a transaction or a dispute, contact Law & More or read our introduction to contract law in the Netherlands.