Enterprise & Business

Commercial end-user contracts

Commercial contracts may also relate to the sale of products and/or services. In this category you have direct sales and indirect sales agreements.

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Direct sales contracts

Direct sales contracts are agreements whereby products and/or services are sold directly to the other party or parties. This can be by means of a B2B sales agreement, a B2C sales agreement, a B2B purchase agreement or a B2C purchase agreement. Unlike indirect sales contracts, in the case of direct sales contracts, trade in products and/or services takes place without the intervention of a third party.

Sales and purchase contracts for products and/or services

Is the agreement for the purchase or sale of certain products and/or services? In this case, it is important to know whether the conditions are intended for B2B or B2C.

Examples of sales and purchase contracts are

Purchase and Sales Agreement
General terms and conditions
Framework agreement
Heads of Agreement
Secrecy agreement
Exclusivity agreement etc.

In the regulations concerning contracts for B2B, more freedom of contract applies than, for example, B2C. This freedom of contract applies in particular to entrepreneurs who employ more than 50 employees and where there is an obligation to publish.

General terms and conditions

The General Terms and Conditions apply to any agreement you enter into for the sale or purchase of products/services, provided that the strict legal rules of applicability are complied with. This type of General Terms and Conditions are specific to the B2B market. It is efficient to bundle the General Terms and Conditions in a single document and your company will have to implement a strict procedure internally to ensure that the legal rules of applicability are complied with. If not, the General Terms and Conditions may not apply to the purchase/sale agreement.

Confidentiality agreement

A non-disclosure agreement is often used prior to negotiations in which parties wish to cooperate and in which sensitive information is shared. Examples include customer files, financial figures, technical information, etc. This information, if used by the other party, can be harmful to your business. This information must therefore remain secret and the parties make clear agreements on how to deal with this confidential information, often including penalty clauses. A declaration of confidentiality can be one-sided or two-sided, crucial is whether only one party shares sensitive information or both parties.

Framework agreements

This is where two professional parties regularly do business together for a longer period of time, where many provisions remain the same and where a few provisions such as the purchase price, payment terms etc. are variable. It is then customary to draw up a framework agreement where the non-variable provisions are often added as annexes. This can save a lot of time and money.

Continuing performance contracts

A continuing performance contract is a contract between two or more parties under which they have mutually agreed to perform certain services. The services must be recurrent or successive or continuous. The law makes a distinction between named and unnamed continuing performance contracts. Named long-term contracts are contracts such as an employment contract and a tenancy agreement and are governed by statutory regulations concerning termination by notice, for example. There is no specific statutory provision for unnamed continuing employment contracts, such as distribution agreements.

SPECIALIZED LAWYERS

These are our lawyers who specialize in this area.

Rob Steenhoek

+31 (0)10 209 27 77
+31 (0)6 53 73 17 51
steenhoek@lvh-advocaten.nl
(more…)

Gentia Niesert

+31 (0)10 209 27 77
+31 (0)6 21 90 99 51
niesert@lvh-advocaten.nl

(more…)

Peter de Graaf

+31 (0)10 209 27 63
+31 (0)6 22 96 94 15
degraaf@lvh-advocaten.nl
(more…)

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CMR forum shopping

admin2016-09-01T16:05:52+02:001 September 2016|

Article 31 of the Convention on the Contract for the International Carriage of Goods by Road (CMR) provides a wide choice of jurisdictions in which legal proceedings might be commenced. This includes the courts of a country within whose territory the defendant is ordinarily resident or has his principal place of business, or the place where the goods were taken over by the carrier or the place designated for delivery.

Judicial sale of vessels

admin2016-09-01T16:00:28+02:001 September 2016|

The Netherlands is a suitable jurisdiction to enforce claims against ships. The arrest of vessels is a broadly used manner to obtain payment or security for a long outstanding claim. It is not always that vessels are subsequently released. Especially where various parties arrest a vessel there is always a risk that the vessel will not leave port in the same ownership. With a certain frequency seagoing vessels are sold before the Dutch Courts through a judicial sale by public auction.

Ship Arrest in The Netherlands

admin2016-09-01T15:24:01+02:001 September 2016|

The Kingdom of The Netherlands is party to several international conventions within the maritime field, including the International Convention Relating to the Arrest of Sea-Going Ships (Brussels, May 10, 1952).