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Commercial

Netherlands

As a business operating in today’s increasingly regulated markets, you need to manage your commercial risk while achieving your business objectives. Your success is built upon the effectiveness of your relationships with both customers and suppliers. Sector-specific contractual arrangements are key to this. Not only do you need the right legal answer, you need it in the context of the market in which you operate.

With over 350 lawyers across 33 countries, our multi-disciplinary teams are trained to understand the cultural and business variations impacting your commercial arrangements.

Commercial law focuses on the legal aspects of (inter)national trade. Contract law forms an important part of commercial law. In principle, you and your business partners are free to decide what you wish to agree to. However, there are certain rules that have to be taken into account.

We organise our teams around sectors and industries relevant to you, including financial services, manufacturing, automotive, consumer products, energy & climate change, hotels & leisure, infrastructure & projects, life sciences, supply and logistics, real estate & construction, technology, media & communications and sports.  Our webinar and knowledge services also ensure that you are fully up to speed on all legal and regulatory developments.

Whether you require advice on commercial contracts, supply services, e-commerce, IT or telecoms agreements, data protection, design and manufacturing, advertising, sponsorship and marketing, consumer sales, software licensing, outsourcing or sales, agency, distribution and franchise agreements, our specialists can guide you towards the best business outcome for you. 

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A significant global presence with a specific focus on Europe.

Chambers Global, 2020

They have good lawyers and they are well managed.

Chambers Global, 2020

The firm benefits from a "broad practice with strengths across a range of sectors and geographies," as well as valuing its ability to provide "partner-level service at all times."

Chambers Global, 2019

"They've been active in trying to understand our business and we're very happy with them."

Chambers Global, 2019

"The CMS group takes on the full range of M&A work and corporate governance matters in sectors including energy, life sciences, consumer products, financial services, and TMT."

The Legal 500, 2019

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    Compliance

    It goes without saying that business enterprises (and their officers) always had to adhere to various rules. However, until recently there were no risk managers, compliance officers and integrity managers. The universe in which companies and institutions operate has changed as a result of a significant increase of both national and international legislation, the introduction of numerous codes of conduct, new forms of supervision and unprecedented demands regarding accountability and transparency.

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    Consumer Law

    In the contractual relationship between consumers and businesses, different rules apply than those for contractual relationships between businesses themselves. The law simply gives more rights and further-reaching protection to the consumer than to the business. For example, the consumer is free to choose between replacement or repair of a product if there is something wrong with it. A consumer can also claim that a product he has bought does not meet the expectations aroused in him, through advertising material for example. In addition, the law prohibits the use of a number of clauses in general terms and conditions if a contract is concluded with a consumer.

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    Distribution & Franchising

    At first sight it would appear that the activities of a distributor and a commercial agent have much in common. Even so, the statutory regulations that apply to distribution and agency agreements have essential differences. This affects not only the rights accruing to the contracting parties but also to the obligations resting on them. For this reason, it is important for you to know exactly what type of agreement you conclude and what consequences this may have for you.

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    General Conditions

    General Terms and Conditions are an indispensable tool for risk management. It is simply impossible to negotiate every transaction down to the very last detail, and that is why professional organizations use General Terms and Conditions. These serve as a safety net when too much is demanded of your leniency and the general statutory regulations are to your disadvantage.

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    Innovation & start-ups

    How do you turn a brilliant idea into a successful product or enterprise? And how do you make your innovation successful without putting much time and energy in the legal and tax driven structures, legal traps and the small print?

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    Transport Law

    The mounting volume of European legislation in the area of transport is creating a new dimension for governments, shippers and carriers. Return logistics is becoming increasingly important for the manufacturers. Matters such as the international transport of drivers and further-reaching and more specific environmental regulations (noise, emissions, working conditions) demand new solutions to existing problems. The onward march of globalization, in combination with new means of communication, consolidation and the specialization of the various participants is making transport law ever more complex. In addition, more attention is being focused on tackling crime and risk control in transport.

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    25 February 2019
    Dis­rup­tion 2.0 – here we go again
    Wheth­er you are con­cerned or ex­hil­ar­ated, the age of AI is here – from vir­tu­al as­sist­ants, to driver­less vehicles and fric­tion­less shops. CMS’ latest re­port uses ex­tens­ive con­sumer re­search and a sur­vey of busi­ness lead­ers to ex­plore AI tech­no­lo­gies and the new cus­tom­er jour­ney, the chal­lenges of im­ple­ment­ing AI, and the con­sumer at­ti­tudes that will ul­ti­mately shape its fu­ture.Key themes arising from the re­search in­clude:Data, trust & eth­ics in AI – why re­tail­ers and con­sumer or­gan­isa­tions may need AI eth­ics boardsCon­sumer read­i­ness - why age is keyAI skills short­ages in con­sumer or­gan­isa­tionsHow AI might ac­tu­ally re­in­vig­or­ate, not hurt, the high-streetLeg­al & reg­u­lat­ory con­cerns - from the com­pet­i­tion as­pects of dy­nam­ic pri­cing to GDPR in auto­mated de­cision mak­ing.If you would like a hard copy of the at­tached re­port please con­tact Mael Habell-Aili.
    January 2019
    The ten­sion between GDPR and the rise of block­chain tech­no­lo­gies
    We live in an era of rap­id tech­no­lo­gic­al de­vel­op­ment. Though this provides hu­man­ity with amaz­ing op­por­tun­it­ies to en­hance our stand­ard of liv­ing, it also forces law­makers to work around the clock to ana­lyse and cap­ture the im­plic­a­tions of the tech­no­logy in­to le­gis­la­tion. The same is true for the sub­ject of this pa­per – the ten­sion between the re­l­at­ively new Gen­er­al Data Pro­tec­tion Reg­u­la­tion (GDPR) and the quick rise of block­chain and oth­er dis­trib­uted ledger tech­no­lo­gies (DLTs).GDPR was draf­ted based on a world in which cent­ral­ised and iden­ti­fi­able act­ors con­trol per­son­al data. Block­chain works rad­ic­ally dif­fer­ently. This tech­no­logy aims to move the power over per­son­al data away from cent­ral­ised en­tit­ies by pro­cessing it in a de­cent­ral­ised en­vir­on­ment. One could ima­gine that the pro­cess of ap­ply­ing le­gis­la­tion based on a cent­ral­ised view to tech­no­logy without a clearly iden­ti­fi­able cent­ral­ised en­tity might cause some ten­sion. However, the de­cent­ral­ised nature of block­chain tech­no­logy is not the only factor that causes leg­al and com­pli­ance chal­lenges.The near im­mut­ab­il­ity of trans­ac­tions, of code (e.g., smart con­tracts) and, in gen­er­al, of blocks in a block­chain po­ten­tially af­fects the rights of data sub­jects.This pa­per briefly ad­dresses three main is­sues arising out of the ten­sion between the GDPR and block­chain.
    June 2019
    CMS Com­mer­cial Glob­al Bro­chure
    Com­mer­cial law reaches in­to all sec­tors. It is the core of every busi­ness.Today’s in­creas­ingly reg­u­lated mar­kets de­mand that op­er­at­ors man­age com­mer­cial risk as they work to­wards their busi­ness ob­ject­ives. Suc­cess de­pends on suc­cess­ful re­la­tion­ships with cus­tom­ers and sup­pli­ers, based on ef­fect­ive sec­tor-spe­cif­ic con­tracts. Busi­nesses need the right leg­al an­swers, groun­ded in the con­text of their spe­cif­ic mar­kets. Our mul­tidiscip­lin­ary teams are trained to un­der­stand the cul­tur­al and busi­ness factors im­pact­ing our cli­ents’ com­mer­cial ar­range­ments.

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    08 May 2020
    Data Law Nav­ig­at­or | Over­view
    Find here in­form­a­tion about data pro­tec­tion and cy­ber se­cur­ity laws in vari­ous coun­tries world­wide: Al­bania, Aus­tria, Bel­gi­um, Bos­nia and Herzegov­ina, Bul­garia, Croa­tia, Czech Re­pub­lic, France, Ger­many, Hong Kong, Hun­gary, Italy, Lux­em­bourg, Mex­ico, Monte
    02 June 2020
    CMS Ex­pert Guide to pay­ment term le­gis­la­tion
    02 July 2020
    EU agrees new class ac­tion re­gime for con­sumer dis­putes
    After a long gest­a­tion, on 30 June 2020 the Coun­cil of the EU pub­lished the text for the col­lect­ive re­dress dir­ect­ive (the “CR Dir­ect­ive”) (text avail­able here). This le­gis­la­tion is in­ten­ded to bet­ter...
    02 April 2020
    Key meas­ures to con­sider in op­tim­ising cash-flow man­age­ment dur­ing the...
    27 March 2020
    CMS Ex­pert Guide to force ma­jeure
    10 June 2020
    European Com­mis­sion pub­lishes sup­port stud­ies for the eval­u­ation of the...
    The European Com­mis­sion has pub­lished sup­port stud­ies for the eval­u­ation of the Ver­tic­al Block Ex­emp­tion Reg­u­la­tion. The key find­ings in­clude that al­though the VBER and Ver­tic­al Guidelines re­main rel­ev­ant...
    26/03/2020
    So­cial dis­tan­cing and re­tail in the Neth­er­lands: cur­rent reg­u­la­tions and...
    28 October 2019
    CMS Ex­pert Guide to dis­tri­bu­tion law
    Are you look­ing for in­form­a­tion on dis­tri­bu­tion law? This CMS Ex­pert Guide provides you with everything you need to know.
    30 April 2020
    COV­ID-19 - EUIPO ex­tends dead­lines
    The EUIPO yes­ter­day ex­ten­ded time lim­its which are due to ex­pire between Fri­day, 1 May 2020 and Sunday, 17 May 2020 to Monday, 18 May 2020. This fol­lows the earli­er ex­ten­sion of time lim­its un­til 1 May...
    25 March 2020
    COV­ID-19: Leg­al Q&A
    01 November 2015
    CMS Ex­pert Guide to war­ranty law in sup­ply con­tracts
    The fol­low­ing CMS Guide on War­ranties in Sup­ply Con­tracts il­lus­trates the leg­al con­di­tions for sup­ply agree­ments in sev­er­al European coun­tries.
    24 April 2020
    New CJEU rul­ing cla­ri­fies the ‘com­mu­nic­a­tion to the pub­lic’ pro­vi­sions...
    In a much-an­ti­cip­ated de­cision, the Court of Justice of the European Uni­on (‘CJEU’) con­clus­ively de­term­ined that the activ­it­ies of car-leas­ing com­pan­ies of­fer­ing vehicles fit­ted with ra­dio equip­ment...