What must every importer include in their contract?

An import contract is an agreement between a Dutch buyer and a foreign supplier for the import of goods into the Netherlands or the EU. Under EU law, importers bear significant responsibility for product safety and compliance. In our practice, we observe that importers underestimate this responsibility. A good contract shifts risks back to the supplier where possible and incorporates safeguards for enforcement.

What is the legal problem?

Importers bear many risks: quality defects, long delivery times, product liability in Europe, intellectual property, and compliance with EU regulations. A contract with a foreign supplier must contractually transfer these risks. In the event of defects, the importer must be able to quickly lodge a complaint, replace the order, or terminate the contract. Without specific clauses, you bear risks that actually belong to the supplier.

What does the law say?

Under EU law, in many sectors, the importer is product liable and responsible for CE marking, REACH (Regulation 1907/2006), the Cyber ​​Resilience Act (Regulation 2024/2847), and the Product Liability Directive (Directive (EU) 2024/2853). The Vienna Sales Convention governs B2B sales. Brussels I-bis and Rome I determine the forum and law within the EU. EU regulations apply to sanctions and rules of origin.

Under Dutch law, Article 7:17 of the Dutch Civil Code (conformity) and Article 6:185 of the Dutch Civil Code (product liability) govern importer obligations. Under Article 6:187 of the Dutch Civil Code, the importer is equated with the producer for product liability.

What risks do companies face?

Importers can be held liable under Article 6:187 of the Dutch Civil Code for defects from Chinese manufacturers without a specific indemnification. Delayed delivery causes loss of customers. Unknown IP claims render imports unsaleable. Non-compliance with CE or REACH leads to recalls and fines. Without a clear contractual basis, importers bear the risk of errors elsewhere in the chain.

Practical example from our practice

We represented a Dutch importer of electrical appliances from China without an indemnification for product liability, no IP indemnification, and no quality control clause. A European customer claimed damages due to a defect; simultaneously, a third party sued for patent infringement. The client bore both claims, totaling 920,000 euros. Upon renegotiation, we incorporated: HKIAC arbitration in Hong Kong, NNN agreement under Chinese law, quality specification and pre-shipment inspection by SGS, IP indemnification, and product liability indemnification with escrow. The following incidents were successfully recovered.

What can you do?

Arrange for at least: choice of law and arbitration (HKIAC or SIAC for Asian suppliers), quality specifications with pre-shipment inspection, delivery terms with a penalty clause for delay under Section 6:91 of the Dutch Civil Code, IP indemnification, product liability indemnification under Section 6:187 of the Dutch Civil Code, and compliance guarantees (CE, REACH). Combine this with down payment caps and payment against documents. See also our article on Contracting with Chinese suppliers.