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The terms dealer and agent are often used interchangeably, but legally they are two different types of partnerships. A dealer purchases and sells for their own account and risk (dealer or distribution agreement); an agent acts as an intermediary on your behalf for a commission (agency agreement). The correct classification is essential, as the consequences differ.
The dealer and the dealer agreement
A dealer (or distributor) purchases your products and subsequently resells them for his own account and risk. His profit lies in the margin between purchase and sale, and he bears the risk of unsold stock and non-payment by his customers. You record these arrangements in a dealer or distribution agreement.
The agent and the agency agreement
A commercial agent does not purchase, but acts as an intermediary: he brings customers and your company together, after which the agreement is concluded directly with you. The agent receives commission and enjoys statutory protection, which often includes the right to compensation for the client upon termination (Article 7:442 of the Dutch Civil Code).
Why qualification is essential
The difference determines the remuneration (margin versus commission), the risk (at the dealer versus at you), and the consequences of termination (the customer compensation at the agent). If you call a partnership 'dealer', but it actually operates as an agency, protective agency rules may unintentionally apply — with unexpected obligations.
Choose and formulate consciously
Determine which model suits your sales strategy: do you want the other party to purchase inventory and bear the risk (dealer), or to act as an intermediary for you while the customer buys from you (agent)? Formulate the agreement so that the written and actual situations correspond, to prevent reclassification.
Frequently Asked Questions
What is the difference between a dealer and an agent?
A dealer buys and sells on his own account; an agent acts as an intermediary and receives a commission. The legal consequences differ.
Why is qualification so important?
Because remuneration, risk, and the consequences of termination differ. An incorrect classification can unintentionally trigger agency rules (such as goodwill compensation).
Does an agent receive compensation upon termination?
Often yes: the commercial agent is entitled to a customer compensation under certain conditions (Article 7:442 of the Dutch Civil Code). A dealer is not, in principle.
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