A practical list of arrangements that the Polish company should discuss with its Dutch partner and lawyer before signing a commercial agreement.
A good agreement translates the findings from meetings into the operating principles of both companies. The Polish-Dutch cooperation focuses on price, scope, representation, reception, complaints, liability, and the way the relationship ends.
In the Netherlands, a contract can also be concluded verbally: the acceptance of a proposal by the other party can lead to the conclusion of a contract. The official Business.gov.nl portal also recommends checking whether the person signing the document can actually represent the company and whether their authorization is not limited, for example to a specific value.[1] Therefore, before signing, it is worth organizing not only the final document but also the offer, correspondence, attachments, and general terms and conditions.
This article does not replace legal advice. It is intended to help the management prepare a list of decisions to discuss with the Dutch partner and with a lawyer familiar with international transactions. It is not a model agreement or an assessment of a specific case.
First, establish the model of cooperation
Other provisions will be needed for one-time deliveries, other for regular sales, services, or cooperation with a distributor. The management should describe the process: who submits and confirms the order, what is delivered, when the delivery takes place, and on what basis the invoice is issued.
If the company is just choosing the form of its market presence, it will be helpful to compare the roles described in the article beforehand. Business partner in the Netherlands: distributor, representation or networking?. The agreement with the distributor should not be treated as a simple sales order, especially when exclusivity, sales targets, territory or the obligation to maintain a stock are involved.
Parties to the agreement and the right to representation
The document should include the full details of the entities: legal name, organizational form, address, registration number, VAT number, and the names of the signatories. The trade name used in the emails is not always the name of the company that is responsible for payment or the performance of the service.
Before signing, it is worth checking the Dutch trade register KVK and determining:
- whether the company exists and what its status is;
- who can represent her;
- whether a single person's signature is required, or whether a joint representation is required;
- whether the power of attorney covers the type and value of the transaction;
- whether the orders will be placed by the same company that receives the invoice and the goods.
It is good to include people responsible for commercial and operational matters in the agreement, but they should not be confused with those authorized to modify the contract. A practical solution is to indicate that any modification of the price, scope, or deadline requires approval by specific positions or the signing of an annex.
Scope: exactly what is to be delivered
The description of „delivery of product X” or „sales support” leaves too much room for various interpretations. The scope should indicate the result, quantity, parameters, quality standard, documentation, place of delivery, and obligations of both parties. In the case of services, it is worth separating the activities from the result: the number of hours or meetings does not always mean an obligation to achieve a specific sale.
Attachments and priority of documents
Technical specifications, price lists, schedules, SLAs, offers, and general terms often contain provisions that contradict each other. The agreement should specify the order in which they apply. It is also necessary to determine whether the general terms of one party have been effectively made available and accepted. Business.gov.nl indicates that in international trade, the arrangements can be written into a contract, offer, and general terms to ensure that rights and obligations are clear.[2]
Price, currency and additional costs
It is necessary to specify whether the price is a net amount and whether it includes transport, insurance, packaging, assembly, travel, licenses, customs clearance and taxes. For goods, the Incoterms rule must be agreed upon along with the place and edition of the rules. The entry „delivery to the Netherlands” does not resolve the division of costs and risks.
If the settlement is made in euros, the Polish company should check the impact of the exchange rate on the margin. For longer-term cooperation, a mechanism for price changes can be determined: frequency, indicator, threshold for cost changes, and notification deadline. The business decision should be calculable, not based on a general right to „update the price list.”.
Payment and security of receivables
The moment the invoice is issued, the payment term, the invoice and currency, the required information on the invoice, the rules for advance payments, and the consequences of late payment must be described. It is also necessary to determine whether payment depends on receipt and how the lack of a record affects the validity of the invoice.
Dutch rules provide for a 60-day period for B2B contracts, unless the parties agree otherwise in the contract; a period longer than 60 days is permissible only if it can be demonstrated that it does not harm either party. If no period is set, it is 30 days. Large companies should pay Dutch SMEs and self-employed individuals within 30 days.[3] In a cross-border relationship, a lawyer should confirm which regulations apply.
It is worth discussing the advance payment, the credit limit, the insurance of receivables, the right to suspend deliveries, and ownership of the goods until payment is made. After the deadline, statutory interest may be charged, the standard amount of 40 euros for collection costs, and reasonable further costs for pursuing the debt.[3]
Receiving, complaints and changes
The contract should clarify when the performance is considered complete. For goods, this may be a quantitative check after delivery and a separate quality test. For services, it may be a protocol, a report, or the absence of justified objections within a specified timeframe. The criteria should be verifiable, and a refusal to accept delivery should indicate a specific non-compliance.
The complaint procedure should include:
- the deadline and method of submission;
- required evidence, such as photographs, batch numbers or test report;
- the possibility of examining the goods or improving the service;
- order of corrective measures: repair, replacement, re-performance, price reduction;
- transportation costs, disassembly and reassembly;
- handling of hidden defects.
Separately, it is worth describing the procedure for changes. The additional order should indicate the impact on the price and the deadline before work begins. This limits disputes over telephone arrangements.
Responsibility and operational risks
The board should name the real scenarios: delay, customer downtime, part defect, data loss, transport damage or the final customer’s claim. Then, with a lawyer, you can determine exclusions, limits, exceptions, the obligation to limit the damage and the required insurance.
The product should be divided into responsibility for design, instruction, labeling, compliance with requirements, and use inconsistent with its intended purpose. The Business.gov.nl portal notes that an international agreement should regulate, among other things, the product or service, price, customer acceptance, applicable law, and the court competent for disputes.[2]
Confidentiality, data and ownership of the results
The confidentiality clause should indicate the protected information, the permitted recipients, the duration of the agreement, and the procedure for handling documents after the cooperation ends. Exceptions are needed for public information that is previously known and disclosed upon request by an authority.
If the collaboration involves projects, marketing materials, customer databases, software, or technical documentation, it is necessary to determine who owns the rights to the results and what scope of use the other party receives. The processing of personal data may require separate agreements regarding GDPR and data entrustment.
Governing law, disputes and language of the contract
The mention „European law applies” is insufficient. The agreement should specify the law of the state and the court or arbitration. The costs, the language of the proceedings, and the possibility of enforcing the judgment must be checked. Operational negotiations, escalation to administrative authorities, mediation, and then formal proceedings can be envisaged.
In the Polish, English and Dutch versions, it should be specified which version will prevail in the event of a discrepancy. This also applies to specifications, complaints and correspondence amending the agreement.
Change, termination and safe exit
The contract should not only answer the question of how to begin cooperation, but also how to end it. The duration, renewal, standard notice period, and grounds for immediate termination, such as persistent non-payment, serious breach, bankruptcy, or breach of confidentiality, should be determined.
It is worth describing the consequences of leaving the agreement: payment for ongoing work, return of materials, sale of stock, servicing existing customers, expiration of licenses, transfer of data, and continued confidentiality. With exclusivity, it is necessary to determine the minimum results and the consequences of failure to achieve them. This will help avoid one of the common problems described in the article. Mistakes made by Polish companies during their first conversations in the Netherlands: declaring extensive cooperation without agreeing on the process and responsibility.
FAQ
Does the agreement with the Dutch company have to be in writing?
Not every agreement requires a written form, and an oral agreement can be binding.[1] However, a written form facilitates demonstrating the scope, price, deadlines, and accepted terms. The requirements of a specific transaction should be confirmed by a lawyer.
Should I choose Polish or Dutch law?
The negotiation position, place of performance, type of service, costs of the dispute, and the provisions that the parties cannot exclude are important. The choice should be discussed with a lawyer who is familiar with both markets.
Will general conditions suffice instead of a separate agreement?
Sometimes the offer and general terms cover most of the arrangements, but in a constant, complex, or valuable collaboration, a separate agreement usually better regulates the scope, responsibilities, acceptance, and exit. It is also necessary to confirm which terms have been accepted and which document takes precedence.
What should I prepare for the lawyer before the consultation?
A description of the model of cooperation, the parties’ data, the offer, correspondence, specifications, schedule, expected payment method, list of risks, and points already agreed upon with the partner. This way, the consultation can focus on specific decisions instead of recreating the course of the discussions.
Before signing: final business check
The management should go through an example cycle: order, delivery, receipt, invoice, complaint and termination. If it is not known who makes the decision or what document is required, the contract still needs to be clarified.
Need support in preparing the conversation with your Dutch partner? Contact us, To organize the objectives, roles, and business arrangements before handing over the documents to the lawyer.
Sources
[1] Business.gov.nl, „Agreements and contracts: all you need to know” [2] Business.gov.nl, „Legal matters in international business” [3] Business.gov.nl, „Payment term, collection charges, statutory interest”