For entrepreneurs who want to legally soundly regulate their purchase, delivery, general terms and conditions, and collaboration.
Commercial law governs business transactions between entrepreneurs — from purchase and sale, delivery, and general terms and conditions to distribution, agency, and debt collection. Our lawyers and in-house counsel assist both international corporations and the local entrepreneur: practical and legally astute.
Commercial law attorneys and in-house counsel in one team.Practical specialist legal assistance for entrepreneurs.
Active for SMEs and corporates — from large corporations to the baker on the corner.Practical specialist legal assistance for entrepreneurs.
Core themes: buying and selling, general terms and conditions, distribution and debt collection.Practical specialist legal assistance for entrepreneurs.
Specialist advice on commercial law from €155 per hour excl. VAT.Clarity regarding the process, approach, and next steps.
We worked for, among others:
We worked for, among others:
Expertise in Commercial Law
Commercial law governs business transactions between entrepreneurs — from purchase and sale, delivery, and general terms and conditions to distribution, agency, and debt collection. Our lawyers and in-house counsel assist both international corporations and the local entrepreneur: practical and legally astute.
Agency
The agency agreement is strongly protected by law. MKB Juristen assists both principals and commercial agents with drafting, reviewing, and terminating the agreement, as well as with disputes regarding commission and client compensation.
From GAFTA and FOSFA contracts to the Vienna Sales Convention, Incoterms, and arbitration: we guide the entire commodity chain, from international corporations to smaller entrepreneurs.
From drafting and negotiating a distribution agreement to a dispute regarding exclusivity or termination: our distribution team assists suppliers and distributors, from international corporations to the baker on the corner.
Are you raising financing or providing credit? We ensure watertight collateral and assist you when it needs to be enforced or, conversely, defended against. From international corporations to the baker on the corner.
From transport and hull insurance to coverage disputes and subrogation: our mixed teams of lawyers and in-house counsel assist both international corporations and small business owners with all insurance matters within commercial law.
From CMR liability and cargo damage to transport contracts and arbitration: our lawyers and in-house counsel guide shippers, carriers, and freight forwarders through the entire field of transport law. For the international corporation and for the baker on the corner.
Commercial law governs business dealings between entrepreneurs: buying and selling, delivery, general terms and conditions, and the underlying cooperation. It revolves around daily commercial transactions—from a purchase order to an international distribution network. When properly regulated, it prevents disputes; if things go wrong, it provides the avenues to enforce performance or recover damages.
Our lawyers and in-house counsel assist both international corporations and the baker around the corner — from drafting a supply contract to a dispute over an unpaid order. Practical and accessible, yet legally sharp.
Purchase, sale and delivery between entrepreneurs
The sales agreement is the backbone of commercial transactions. The law regulates the main obligations in Title 7.1 of the Dutch Civil Code: the seller must deliver goods that conform to the agreement (Article 7:17 of the Dutch Civil Code), and the buyer must pay the price (Article 7:26 of the Dutch Civil Code). If the delivered goods do not conform to what was agreed (non-conformity), the buyer is entitled to repair, replacement, a price reduction, or rescission (Articles 7:21 and 7:22 of the Dutch Civil Code). We draft sales and delivery contracts and act in disputes regarding quality, quantity, or late delivery.
General Terms and Conditions: your legal shield
Anyone who makes regular deliveries prefers to do so under their own general terms and conditions. This allows you to limit your liability, regulate payment terms and retention of title (Article 3:92 of the Dutch Civil Code), and select the applicable law and competent court. It is crucial that the terms and conditions are provided in a timely manner; if this is not done, the counterparty may annul a clause (Articles 6:233 and 6:234 of the Dutch Civil Code). In practice, the winner is often the one who declares their terms and conditions applicable first and most clearly — the so-called 'battle of forms' (Article 6:225, paragraph 3, of the Dutch Civil Code). We draft comprehensive terms and conditions and review those of your counterparty.
Distribution, agency and franchise
Collaboration within the supply chain has its own set of rules. The agency agreement is regulated by law (Article 7:428 et seq. of the Dutch Civil Code) and often entitles the commercial agent to goodwill compensation upon termination (Article 7:442 of the Dutch Civil Code). Since 2021, the Franchise Act (Article 7:911 et seq. of the Dutch Civil Code) applies to franchising, including a pre-contractual duty to provide information and a standstill period. Distribution agreements are not regulated separately by law but touch upon competition law. We draft these contracts, review them, and assist you if a collaboration ends or escalates.
Breach of contract, dissolution and recovery of damages
If your trading partner fails to fulfill their obligations, this constitutes a breach of contract. To claim damages, a notice of default is usually required first, in which you set a reasonable period (Article 6:82 of the Dutch Civil Code), unless default occurs by operation of law (Article 6:83 of the Dutch Civil Code). Subsequently, you can demand performance, dissolve the agreement (Article 6:265 of the Dutch Civil Code), and recover damages (Article 6:74 of the Dutch Civil Code). For the substantive doctrine regarding breach of contract, unlawful acts, and damages, please read further on our page the law of obligations; for drafting and interpreting contracts, see contract law.
Unpaid invoices and debt collection
In commercial transactions, non-payment is a daily risk. Under a commercial agreement, statutory commercial interest accrues by operation of law (Article 6:119a of the Dutch Civil Code), and you are entitled to compensation for collection costs of at least €40 (Article 6:96, paragraph 4 of the Dutch Civil Code). We assess your claim, send a targeted demand letter, and, where necessary, proceed to provisional attachment or judicial proceedings. A prompt, legally correct demand letter often prevents lengthy proceedings.
International trade and the Vienna Sales Convention
If you buy or sell across the border, the Dutch Civil Code often does not apply, but rather the Vienna Sales Convention (CISG). This convention applies automatically to international commercial sales between businesses, unless you expressly exclude it. It has its own rules regarding conformity, complaint periods, and rescission. We advise on choice of law, choice of forum, and whether or not you wish to exclude the Vienna Sales Convention in your contract and general terms and conditions.
Commercial law for SMEs and corporations
The top end of the market often focuses solely on large corporations and international transactions. Not us: our mixed team of lawyers and in-house counsel assists both international corporations and local entrepreneurs. Accessible and practical, without unnecessary jargon, but with the legal acumen to take decisive action in a dispute — all the way to court.
What we help with
From drafting a watertight supply contract to recovering an unpaid invoice — our lawyers and legal experts support you in every area of commercial law.
Drafting and reviewing purchase, sale, and delivery agreements
Drafting, reviewing, and correctly declaring applicable general terms and conditions
Distribution, agency and franchise agreements (Articles 7:428 and 7:911 of the Dutch Civil Code)
Disputes concerning non-conformity and defective delivery (Article 7:17 of the Dutch Civil Code)
Breach of contract: notice of default, dissolution and damages (Articles 6:265 and 6:74 of the Dutch Civil Code)
Unpaid invoices: commercial interest, collection costs and attachment (Article 6:119a of the Dutch Civil Code)
International sales and the Vienna Sales Convention (CISG)
Product liability and warranty issues (Article 6:185 of the Dutch Civil Code)
Litigation in commercial disputes, including summary proceedings
Retention of title and securities in delivery relationships (Article 3:92 of the Dutch Civil Code)
When do you engage this team?
Often, there are already issues at play before legal matters arise. The sooner you involve us, the more options you retain. If you recognize any of these situations, seeking advice is advisable.
You are entering into new supply or purchasing contracts and wish to secure your position
In commercial law, your starting position determines the outcome. Before sending a formal notice or initiating proceedings, we map out your agreement, the general terms and conditions, and the facts. This allows us to choose the route—advice, negotiation, a settlement, or court proceedings—that best serves your interests, rather than taking just any step.
Our approach
From question to solution in four steps.
1
Intake
We discuss the transaction, the relationship, and your goal, and review the contracts and correspondence.
2
Analysis
We assess your position against the Dutch Civil Code (and, if necessary, the Vienna Sales Convention) and map out opportunities and risks.
3
Strategy
We choose the route — advice, formal demand, negotiation, or proceedings — and the involvement of a lawyer or legal expert.
4
Execution
We execute: from drafting contracts and general terms and conditions to debt collection and litigation.
Mr. Jaime BoogaersCorporate Law · Lawyer
In a legal dispute, it is not just about being right. It is also about evidence, timing, negotiating position, and the business consequences of every step.
Specialists in Commercial Law
Our specialists combine legal analysis with experience in cases for entrepreneurs, directors, and organizations.
All our legal experts and lawyers possess broad knowledge of commercial law. In addition, they have specialized in one or more areas of focus within commercial law. We have organized several areas of focus into various practice groups. Based on his or her specialism(s), each lawyer is part of one or more practice groups. Clients can go directly to the appropriate practice group for each case. Here, they are assisted by the lawyer or legal expert most suitable for the case. Where necessary, we draw upon the expertise and experience of our specialist colleagues from other practice groups.
Frequently asked questions about commercial law
The questions entrepreneurs ask us most often.
What exactly falls under commercial law?
Commercial law encompasses business transactions between entrepreneurs: purchase and sale, delivery, general terms and conditions, distribution, agency, franchise, payment and collection, and the disputes arising therefrom. It is closely related to contract law and the law of obligations.
My customer isn't paying — what can I do?
In the case of a commercial agreement, statutory commercial interest accrues by operation of law (Article 6:119a of the Dutch Civil Code) and you are entitled to compensation for collection costs (Article 6:96 paragraph 4 of the Dutch Civil Code). We will send a targeted demand letter and, if necessary, proceed to provisional attachment or legal proceedings.
My supplier is delivering defective products. What are my rights?
If the delivered goods do not conform to the agreement (non-conformity, Article 7:17 of the Dutch Civil Code), you may claim repair, replacement, a price reduction, or dissolution (Articles 7:21 and 7:22 of the Dutch Civil Code). However, file a complaint in a timely manner after discovering the defect (Article 7:23 of the Dutch Civil Code), otherwise you will lose your rights.
Do my general terms and conditions apply?
Only if they have been provided in a timely manner. If this does not happen, the other party may annul a clause (Articles 6:233 and 6:234 of the Dutch Civil Code). If both parties declare their own terms and conditions applicable, the law decides who prevails (Article 6:225 paragraph 3 of the Dutch Civil Code). We ensure that your terms and conditions are watertight and enforceable.
Do I need a lawyer or a legal expert?
That depends on your situation. For advice, drafting contracts and general terms and conditions, and conducting negotiations, an in-house counsel is often sufficient. For proceedings before the court, a lawyer is mandatory. Our firm has both in-house and determines together with you what is appropriate.
Does the Vienna Sales Convention also apply to me?
In international commercial sales between businesses, the Vienna Sales Convention (CISG) applies automatically, unless you expressly exclude it. It has its own rules regarding conformity and complaint periods. We advise whether it is better to exclude it in your contract or not.
Discuss your situation with a commercial law specialist.Our commercial lawyers and legal experts help both large companies and small business owners move forward. Schedule a meeting and know where you stand within a single session.
