An export contract is an international sales agreement between a Dutch seller and a foreign buyer. A good export contract protects your cash flow, limits liability, and efficiently handles disputes. In our practice, we see that exporters often work with standard texts that do not align with international reality. A well-thought-out foundation requires one-off legal work and saves a great deal of risk and costs on a structural basis.
What is the legal problem?
Exporters work with foreign counterparties, unfamiliar markets, and often a foreign legal system. Standard agreements that work in the Netherlands fall short internationally. Unknown limitation periods, mandatory local rules, and enforcement problems increase the risk. A good export contract is a complete legal defense against non-payment, delayed delivery, claims, and export restrictions.
What does the law say?
Rome I Regulation (593/2008) governs choice of law within the EU; Beyond that, national international private law applies. The Vienna Sales Convention (CISG) applies automatically under Article 1 to B2B sales between Contracting States, unless excluded under Article 6. For sanctions and export control, EU Regulation 2021/821 (dual-use) and sectoral sanctions regulations apply. Brussels I-bis (1215/2012) and the New York Convention govern forum and arbitration.
For export credit insurance, Atradius Dutch State Business (DSB) and Credendo offer specialized coverage. For VAT, Article 9 of the 1968 VAT Act applies (exemption for intra-Community supplies).
What risks do companies face?
Without contractual protection, non-payment, damage claims, lengthy proceedings, and sanction violations threaten your company. Unlimited liability for product defects can threaten your business. Unfavorable choice of law and forum weakens your position. A missing retention of title clause renders claims uncollectible in the event of the customer's bankruptcy. Without export compliance provisions, you risk fines under the Economic Offences Act.
Practical example from our practice
We advised a Dutch exporter who entered into a five-year supply contract without a choice of law clause, retention of title, or limitation of liability. After three years, the buyer went bankrupt. Our client was unable to recover stock, bore full liability for recent product defects, and had to litigate abroad. Damages amounted to approximately 580,000 euros. Upon renegotiation, we incorporated: Dutch law excluding CISG, exclusive choice of forum NAI Amsterdam, retention of title under Section 3:92 of the Dutch Civil Code with an extended variant for Germany, a liability ceiling, and a sanctions clause. The following contracts are fully protected.
What can you do?
Ensure at a minimum: choice of law (Article 3 Rome I), choice of forum or arbitration (Article 25 Brussels I-bis), Incoterms 2020, payment terms with security, delivery terms, warranty and limitation of liability, retention of title (Article 3:92 of the Dutch Civil Code), force majeure and hardship clauses, sanctions clause, IP protection, and properly incorporated general terms and conditions. Tailor to the market and sector. See also our article on The contract checklist for international business.