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The terms dealer, reseller, and agent are often used interchangeably, but are legally distinct. A dealer or reseller purchases and sells for their own account and risk; a commercial agent acts as an intermediary on your behalf and receives a commission. This difference determines the remuneration, the risks, and what applies upon termination.
Dealer or reseller agreement
A dealer or reseller agreement — also known as a distribution agreement — means that the dealer purchases your products and subsequently resells them for his own account and risk. The profit lies in his margin. He trades in his own name and bears the risk of unsold stock and non-payment by his customers.
Agency Agreement
A commercial agent does not purchase, but acts as an intermediary: he brings customers and your company together, and 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 it matters
The remuneration method (margin versus commission), the risk (with the dealer versus with you), and the consequences of termination (customer compensation for the agent) differ fundamentally. If you choose the wrong form or incorrectly define the relationship, the protective agency rules may unintentionally apply.
Which agreement do you choose?
If you want the other party to purchase inventory and bear the sales risk, choose a distribution or reseller agreement. If you want someone to act as an intermediary for you while the customer buys from you, an agency agreement is suitable. Align your choice with your sales model.
Frequently Asked Questions
Is a dealer the same as a police officer?
No. A dealer buys and sells on his own account; an agent acts as an intermediary and receives a commission. The legal consequences differ.
Does a reseller receive customer compensation upon termination?
In principle, no; that statutory protection applies to the commercial agent (Article 7:442 of the Dutch Civil Code), not to the dealer.
Which agreement do I need?
That depends on your sales model: distribution/reseller if the other party purchases and bears the risk, agency if they act as an intermediary.
Drafting the right sales agreement?
Our legal experts draft distribution agreements, reseller agreements , or agency agreements . View our commercial lawteam or schedule a free consultation.
