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Purchase Agency Agreement for the Netherlands

Purchase Agency Agreement Template for Netherlands

A Purchase Agency Agreement under Dutch law establishes a legal relationship between a Principal and a Purchase Agent, where the Agent is authorized to make purchases on behalf of the Principal. This agreement is governed by the Dutch Civil Code (Burgerlijk Wetboek), particularly Books 3, 6, and 7, and complies with EU regulations including the Commercial Agents Directive. It details the scope of the Agent's authority, commission structure, reporting requirements, and operational procedures for making purchases. The agreement includes provisions for compliance with Dutch commercial law, clear termination procedures, and post-contractual obligations.

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What is a Purchase Agency Agreement?

The Purchase Agency Agreement is a crucial document for businesses operating in the Netherlands that need to delegate purchasing authority to a specialized agent. This agreement type is commonly used when companies want to benefit from an agent's expertise, market knowledge, or geographical presence in sourcing and procuring goods or services. The document, governed by Dutch law, establishes the legal framework for the agency relationship, defining the agent's authority to make purchases, negotiation powers, and compensation structure. It includes essential provisions required under Dutch Civil Code and EU regulations, making it suitable for both domestic and international commercial relationships. The agreement is particularly valuable for companies looking to outsource their procurement activities while maintaining control over purchasing decisions and ensuring compliance with legal requirements.

What sections should be included in a Purchase Agency Agreement?

1. Parties: Identification of the Principal and the Purchase Agent, including full legal names and registered addresses

2. Background: Context of the agreement, brief description of the Principal's business and the purpose of appointing the Purchase Agent

3. Definitions: Key terms used throughout the agreement, including 'Products', 'Territory', 'Purchase Orders', etc.

4. Appointment and Scope: Formal appointment of the Purchase Agent and definition of their authority to act on behalf of the Principal

5. Agent's Rights and Obligations: Detailed responsibilities of the Purchase Agent, including negotiation authority, reporting requirements, and standard of service

6. Principal's Rights and Obligations: Principal's commitments, including information provision, support, and cooperation obligations

7. Commission and Payment Terms: Structure of commission, calculation method, payment terms, and expenses policy

8. Compliance and Records: Requirements for maintaining records, compliance with laws, and reporting obligations

9. Confidentiality: Obligations regarding confidential information and trade secrets

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

11. Post-Termination: Obligations and rights of both parties after termination, including commission on pending transactions

12. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments

What sections are optional to include in a Purchase Agency Agreement?

1. Exclusivity: Terms regarding exclusive rights of the Agent in specific territories or for specific products - include when the agent has negotiated exclusive rights

2. Performance Targets: Specific purchasing targets and consequences of meeting/missing them - include when the Principal wants to ensure minimum performance levels

3. Training and Support: Details of training and support provided by the Principal - include for complex products or services

4. Insurance: Requirements for professional liability and other insurance - include for high-value transactions

5. Data Protection: Specific GDPR compliance obligations - include when personal data processing is involved

6. Non-Competition: Restrictions on Agent's activities during and after the agreement - include when protecting market position is crucial

7. Force Majeure: Provisions for unforeseen circumstances - include for long-term or high-value agreements

8. Bank Guarantee: Requirements for financial security - include when dealing with substantial purchase volumes

What schedules should be included in a Purchase Agency Agreement?

1. Schedule 1 - Products: Detailed list of products or services the Agent is authorized to purchase

2. Schedule 2 - Territory: Detailed description of geographical areas covered by the agreement

3. Schedule 3 - Commission Structure: Detailed breakdown of commission rates, calculations, and examples

4. Schedule 4 - Reporting Requirements: Templates and timing for regular reports and documentation

5. Schedule 5 - Operating Procedures: Step-by-step procedures for purchase orders, approvals, and communications

6. Schedule 6 - Key Performance Indicators: Detailed metrics for evaluating Agent's performance

7. Appendix A - Power of Attorney: Formal authorization document specifying Agent's authority

8. Appendix B - Bank Details: Banking information for commission payments and transactions

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

Document Type

Agency Agreement

Cost

Free to use
Relevant legal definitions














































Clauses









































Relevant Industries

Manufacturing

Retail

Wholesale Trade

Fashion and Textiles

Electronics

Automotive

Raw Materials

Chemical Industry

Food and Beverage

Construction Materials

Industrial Equipment

Agricultural Products

Consumer Goods

Commodities Trading

Relevant Teams

Legal

Procurement

Supply Chain

Commercial

Operations

Finance

Risk Management

Vendor Management

Contract Administration

International Trade

Sourcing

Relevant Roles

Procurement Manager

Purchasing Director

Supply Chain Manager

Commercial Director

Legal Counsel

Contract Manager

Chief Procurement Officer

Sourcing Manager

Operations Manager

Business Development Manager

Commercial Manager

Vendor Relations Manager

Category Manager

Finance Director

Risk 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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