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Authorized Reseller Agreement for the Netherlands

Authorized Reseller Agreement Template for Netherlands

This document is a comprehensive legal agreement governed by Dutch law that establishes and regulates the commercial relationship between a supplier/manufacturer and an authorized reseller. It outlines the terms and conditions under which the reseller may purchase, market, and sell the supplier's products within a defined territory. The agreement incorporates essential elements required under Dutch and EU law, including competition law compliance, commercial agency provisions, and consumer protection requirements where applicable. It covers crucial aspects such as appointment terms, territorial rights, pricing structures, intellectual property usage, performance requirements, and termination provisions.

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Authorized Reseller Agreement

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What is a Authorized Reseller Agreement?

The Authorized Reseller Agreement is a fundamental commercial contract used when a manufacturer or supplier wishes to establish a formal distribution channel through third-party resellers in the Netherlands and potentially other EU territories. This agreement type is essential for businesses looking to expand their market reach while maintaining control over their product distribution, brand reputation, and customer service standards. The document comprehensively addresses key aspects of the reseller relationship, including appointment terms, territory definitions, pricing structures, minimum purchase requirements, and quality standards. It ensures compliance with Dutch commercial law, EU competition regulations, and relevant consumer protection legislation. The agreement is particularly important in regulated industries or where specific technical expertise, service standards, or brand protection measures are required.

What sections should be included in a Authorized Reseller Agreement?

1. Parties: Identification of the manufacturer/supplier and reseller, including full legal names, registration details, and addresses

2. Background: Context of the agreement, brief description of the parties' businesses, and their intention to enter into a reseller relationship

3. Definitions: Defined terms used throughout the agreement, including Products, Territory, Intellectual Property Rights, etc.

4. Appointment and Territory: Scope of reseller appointment, exclusivity/non-exclusivity, defined territory, and any territorial restrictions

5. Reseller Obligations: Core responsibilities including sales targets, marketing requirements, customer service standards, and reporting obligations

6. Supplier Obligations: Manufacturer's commitments regarding product supply, support, training, and marketing assistance

7. Ordering and Delivery: Process for placing orders, delivery terms, acceptance procedures, and related logistics

8. Prices and Payment: Pricing structure, payment terms, invoicing procedures, and any volume discounts

9. Intellectual Property Rights: Usage rights for trademarks, logos, and other IP, along with restrictions and protection obligations

10. Confidentiality: Protection of confidential information exchanged between parties

11. Term and Termination: Duration of agreement, renewal provisions, and grounds for termination

12. Post-Termination: Obligations and rights of parties after agreement termination

13. General Provisions: Standard clauses including governing law, dispute resolution, force majeure, and entire agreement

What sections are optional to include in a Authorized Reseller Agreement?

1. Minimum Purchase Requirements: Include when supplier requires reseller to maintain minimum purchase levels

2. Marketing and Promotion: Detailed section when specific marketing requirements or cooperative advertising programs exist

3. Training Requirements: Include when technical products require specific training programs

4. Customer Data Protection: Detailed section when significant customer data sharing is involved, ensuring GDPR compliance

5. E-commerce Provisions: Include when reseller will sell products online

6. Product Warranties: Detailed warranty section when products have specific warranty requirements

7. Service Level Requirements: Include when specific customer service standards are required

8. Non-Compete Provisions: Include when restricting reseller from selling competing products

9. Insurance Requirements: Include when specific insurance coverage is required from reseller

What schedules should be included in a Authorized Reseller Agreement?

1. Schedule 1 - Products: List of authorized products covered by the agreement

2. Schedule 2 - Territory: Detailed description of authorized sales territory

3. Schedule 3 - Prices and Discount Structure: Current price list and applicable discount schemes

4. Schedule 4 - Minimum Purchase Commitments: Detailed quarterly/annual purchase targets if applicable

5. Schedule 5 - Technical Requirements: Technical specifications and requirements for product sales and service

6. Schedule 6 - Trademark Usage Guidelines: Guidelines for using supplier's trademarks and branding

7. Schedule 7 - Service Level Requirements: Detailed service level standards and metrics

8. Appendix A - Approved Customer Service Procedures: Standard operating procedures for customer service

9. Appendix B - Reporting Templates: Standard forms for required periodic reporting

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Netherlands

Cost

Free to use
Relevant legal definitions

































Clauses




































Relevant Industries

Technology and Software

Consumer Electronics

Industrial Equipment

Medical Devices

Automotive Parts

Telecommunications

Pharmaceuticals

Fashion and Luxury Goods

Construction Materials

Food and Beverage

Renewable Energy Equipment

Professional Services

Relevant Teams

Legal

Commercial

Sales

Business Development

Procurement

Compliance

Channel Management

Partner Relations

Operations

Finance

Relevant Roles

Commercial Director

Sales Director

Channel Manager

Business Development Manager

Legal Counsel

Contracts Manager

Chief Commercial Officer

Distribution Manager

Partner Relations Manager

Compliance Officer

Sales Operations Manager

Chief Executive Officer

Procurement Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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