Switching commercial agent or showroom as a fashion brand

As your brand grows, the commercial agent who was there from the start may no longer fit your plans. A showroom with a wider network comes along, or you want to handle sales in a country yourself from now on. If you decide to switch agent or showroom, there are rules that decide when the new agent can start and what parting with the old one costs.

A new agent can be appointed in a week, but you are only rid of the old one once the notice period has run out. Until that day, Dutch law protects the departing commercial agent. Let the old and the new agent overlap during those months and you pay commission twice on the same orders. If you are the agent being replaced, this piece also sets out the rights you keep in that period.

Want to switch agent or showroom, or are you the agent being replaced? Call 020 675 88 21 or get in touch.

When a commercial agency agreement ends after notice is given

If you give notice on a commercial agency agreement for an indefinite period, the old agent remains your agent until the notice period has expired. How long that period is depends on what you agreed and on how long the agency has run; the statutory periods are set out on our page on the commercial agency agreement.

So work back from the end date when you plan the switch. Give notice on 10 November to an agent you have worked with for five years, with nothing on notice in the contract, and the period is five months, counted to the end of a calendar month (Article 7:437(1) and (3) of the Dutch Civil Code). The agency then runs up to and including 30 April. The entire order round for the winter collection still falls within the old agency.

If you have a fixed-term contract, look at the end date. Carry on working together after that date and the agreement continues for an indefinite period on the same terms (Article 7:436) and you will still have to give notice.

Letting a new agent or showroom start during the notice period

While the notice period is running, the territory still belongs to the old agent. If that agent was assigned a territory or a group of customers, the agent earns commission on every order from a customer in that territory concluded during that period, even if the new showroom or your own sales team did the work (Article 7:431(1)(c)). That is only different if you expressly agreed that the old agent does not have the exclusive right there.

So if you let the new showroom write the winter orders in March, you pay both agents. The new one under the new contract, the old one under the law. If you are the agent being replaced, you are entitled to a monthly statement of the commission, with the details on which it is calculated, and you may inspect the supporting documents (Article 7:433). That also shows you which orders from your territory came in after notice was given.

If you want to part ways sooner, agree an earlier end date with the old agent. Shorten the notice period unilaterally without an urgent reason and the agent can claim damages (Article 7:439(1)). You also lose the non-compete clause, so the old agent is free to sell for a competitor the day after the agency ends (Article 7:443(3)). If the agent does agree to the earlier end date, neither consequence applies.

Commission on orders the old agent prepared

Even after the end date, an order can still cost you commission for the old agent. That applies to an order that is mainly due to the agent’s work during the agency and is concluded within a reasonable period after it ends. The same goes for an order that you or the agent received before the end date (Article 7:431(2)). The contract cannot depart from that rule (Article 7:445(1)).

Think of a boutique that discussed its winter order with the old agent in April and places it with the new showroom in May. In principle the new agent earns no commission on such an order, unless it is equitable for the two agents to share it (Article 7:431(3)). That protects you from paying twice, but only as long as you agree nothing different with the new agent. If the new contract promises commission on every order in the territory from day one, you pay twice for the same boutique.

The law does not say what a reasonable period is. So set out in the contract with the new agent how orders from the transition months are divided.

The goodwill indemnity when you replace an agent

If you replace an agent who has built up your brand in a territory, the goodwill indemnity is often the largest item. The calculation also takes into account the commission the agent would have earned on future orders from customers the agent brought in or with whom the agent significantly increased the business (Court of Justice of the European Union, 23 March 2023, C-574/21, QT v O2 Czech Republic). The better the agent has built up the territory, the more the switch costs. The cap remains one year’s remuneration (Article 7:442(2)).

If the agent, with your consent, transfers the agency to a successor, you do not have to pay a goodwill indemnity (Article 7:442(4)(c)). The successor then takes over the rights and obligations under the existing contract. What the successor pays the departing agent for that is a matter between the two agents.

A settlement with the departing commercial agent: don’t sign it too early

It is tempting to buy off the goodwill indemnity as soon as notice is given, so the matter is closed before the new agent starts. In April 2026 the Court of Justice of the European Union ruled that a commercial agency agreement only ends when the notice period expires, not when the agent learns of the termination (Court of Justice of the European Union, 23 April 2026, C-204/25, Kempen Advies Beerse). In that Belgian case a bank had terminated three agency agreements and, just over three months later, reached a settlement with the agents on all the payments due. The agents felt the settlement had been reached under pressure and went to court. The Court pointed out that during the notice period the agent is still working for the principal and still depends on the commission.

The Dutch rules derive from the same EU directive. While the agreement is running, you cannot agree anything on the goodwill indemnity in the Netherlands either that gives the agent less than the law does (Article 7:445(2)). Our view is therefore that the agent is not bound by a settlement made during the notice period, to the extent it leaves the agent with less than the law provides. So agree the settlement after the end date or make sure it gives the agent no less than Article 7:442 does.

If you are the agent, the one-year deadline for claiming your goodwill indemnity runs from the end of the agreement (Article 7:442(3)). That is the last day of the notice period, not the date of the termination letter.

Customer data, samples and open orders when you part with a showroom

In the arrangement on the end date, also set out what the old agent hands over and when. Think of the list of boutiques and contacts, the open orders and the collection samples. The new showroom needs the samples for the next order round and the order overview to know which boutique ordered what.

Agree as well when the new agent may approach the boutiques. If the new agent does so during the notice period, you run into the commission rules above.

Replacing a commercial agent in another country

If your agent works from another EU country, the rules there derive from the same directive, but the periods are not always the same. In Belgium the minimum notice period goes up by one month for each year started, to a maximum of six months (Article X.16 of the Belgian Code of Economic Law). So check which law you chose in the contract before you send a termination letter.

If you are considering a distributor instead of a new agent, read about the distribution agreement first. A distributor buys your collection itself. Ending that relationship therefore follows different rules.

Advice on switching agent or showroom

We map out for you when the old agency ends, which orders still earn commission and roughly what a goodwill indemnity will cost. We do that before you have the new agent sign, so that the two contracts fit together. If you are the agent being replaced, we work out what you are owed.

Want to switch agent or showroom? Get in touch or call 020 675 88 21.