From: OVERSEAS BUSINESS REPORTS (NETHERLANDS)
University of Missouri-St. Louis
Match 18 DB Rec# - 28,036 Dataset-MARKET
Source : USDOC, International Trade Administration
Source key :IT
Program key :IT MARKET
Program :Market Research Reports
Update sched. :Monthly
ID number :IT MARKET 111106837
Title :NETHERLANDS - OVERSEAS BUSINESS REPORT - OBR920400
Data type :TEXT
End year :1992
Date of record:09/17/1992
Keywords 1 :
| EUROPEAN COMMUNITY
| EUROPEAN ECONOMIC COMMUNITY
| ORGANIZATION FOR ECONOMIC COOPERATION & DEVELOPMENT
| ORGANIZATION FOR ECONOMIC COOPERATION AND DEVELOPMET
| WEST EUROPE
| WESTERN EUROPE
| WESTERN EUROPEAN COUNTRIES
NETHERLANDS - OVERSEAS BUSINESS REPORT - OBR920400
This article is derived from a report dated April 1992, prepared at the
International Trade Administration, U.S. Dept. of Commerce - Washington,
DC. The article consists of 47 pages and discusses the economic and
commercial climate in the Netherlands, with emphasis on information useful
for potential U.S. sellers and investors. It includes the following
OVERVIEW AND TRADE OUTLOOK
BEST U.S. EXPORT PROSPECTS
DISTRIBUTION AND SALES CHANNELS
U.S. DEPARTMENT OF COMMERCE EXPORT SERVICES
OVERVIEW OF TAXES
GUIDANCE FOR BUSINESS TRAVELERS
SOURCES OF INFORMATION
C O N T E N T S
OVERVIEW AND TRADE OUTLOOK
General and Economic Background -- European Community -- EC Single Internal
BEST U.S. EXPORT PROSPECTS
Introduction -- Biotechnology -- Computer Software and Services -- Material
Handling Machinery -- Pollution Control Equipment -- Renewable Energy
Equipment -- Security and Safety Equipment -- Telecommunications Equipment
and Supplies -- Aerospace
DISTRIBUTION AND SALES CHANNELS
Marketing Areas -- Distribution Methods -- Appointing an Agent or
Distributor -- EC Legislation on Agents -- Wholesale and Retail Channels --
Consumer Profile -- Transportation -- Utilities -- Advertising -- Trade
U.S. DEPARTMENT OF COMMERCE EXPORT SERVICES
Export Programs -- Trade Information Center -- National Trade Data Bank
(NTDB) -- Pitfalls to Avoid When Exporting
Availability of Credit -- Consumer Financing -- Banking -- Export Financing
Membership in the EC -- Import Duties -- Quotations and Payment Terms --
Goods in Transit -- Free Trade Zones -- Warehousing -- Inwards and Outwards
Processing -- Samples and Advertising Materials -- Carnets -- Advance
Rulings from Dutch Customs -- Value-Added Tax -- Excise Taxes -- Shipping
Documents -- Marking and Labeling -- Import Licensing -- Technical Standards
-- European Community Standards -- Assistance on Standards -- Weights and
Measures -- U.S. Export Controls -- Registration of Patents, Trademarks, and
Designs -- European Patent Convention -- Copyrights
Investment Climate -- Investment Incentives -- U.S. Investment in the
Netherlands -- Legislation Governing Investment -- Foreign Exchange
Regulations -- Entry and Repatriation of Capital -- Types of Business
OVERVIEW OF TAXES
Individual Taxation -- Foreign Executives -- Corporate Taxes
Industrial Relations -- Workers Advisory Councils -- Work Hours -- Equal
Opportunity -- Termination of Employment -- Work Permits
GUIDANCE FOR BUSINESS TRAVELERS
Business Courtesy -- Commercial Language -- Passports and Visas -- Other
Information -- European Dates and Numbers -- Currency -- Hotel
Accommodations -- Holidays
SOURCES OF INFORMATION
U.S. Government -- Other Organizations -- Tax and Accounting Firms -- Dutch
Embassy and Agencies -- State-Sponsored Organizations -- U.S. Publications
and References -- Other Publications
Overseas Business Report: U.S. $14.00 a year (U.S. $3.50 additional for
foreign mailing); single copy price varies. Order from any of the Department
of Commerce district offices or from Superintendent of Documents, U.S.
Government Printing Office, Washington, DC 20402.
OVERVIEW AND TRADE OUTLOOK
General and Economic Background
The United States has its oldest and continuous relationship with the
Netherlands. The Dutch were one of the first to recognize the struggling
colonies in the new world as an independent nation and were willing to
provide financing to the United States when it was needed most. This
relationship has grown stronger with the intervening years.
The Dutch have always been a trading nation and share with the United States
a commitment to an open market and free trade. The Dutch economy is based on
private ownership and free markets. International trade is the mainstay of
the economy with the magnitude of imports and exports much larger than the
gross national product (GNP). The Dutch find a liberal commercial policy
advantageous. Rotterdam is the world's largest port and serves as the
"Gateway to Europe."
While there is more government participation in private enterprise than
found in the United States, decisions are made based mainly on market
considerations. The government does have a considerable influence on the
economy with more than 45 percent of GNP involved in government operations
and social programs.
The Dutch have clung tenaciously to their small homeland against the
constant threat of destruction both by the North Sea and recurrent invasions
by their larger European neighbors. Religion influences Dutch history,
society, institutions, and attitudes and is closely related to political
life, although to a diminishing degree in recent years. The right of every
individual to religious freedom is guaranteed by the constitution. Although
the church and state are separate, a few historical ties remain -- the royal
family belongs to the Dutch Reformed Church (Protestant).
The arts have played a major role in the development and representation of
Dutch culture. The works of the Old Masters, including Rembrandt and Hals,
and later artists such as Mondrian and Van Gogh, are on display in museums
throughout the Netherlands. The government supports artists, sculptors, and
architects, and attempts to use their works in public projects whenever
possible. The Amsterdam Concertgebouw Orchestra and the Residentie
Orchestra in The Hague and the Rotterdam Philharmonic enjoy international
acclaim. Dutch intellectual life is stimulated by lively political satire
and by the universities which value academic independence.
Julius Caesar found the Netherlands inhabited by Germanic tribes, one of
which, the Batavi, did not submit to Rome until 13 B.C., and then only as an
ally. A part of Charlemagne's empire in the 9th century, the area later
passed into the hands of the House of Burgundy and the Austrian Hapsburgs.
Falling under harsh Spanish rule in the 16th century, the Dutch revolted in
1558, under the leadership of Willem of Orange. By virtue of the Union of
Utrecht in 1579, the seven northern Dutch provinces became the Republic of
the United Netherlands.
During the 17th century, which is considered the "golden era," the
Netherlands became a great sea and colonial power. Its importance declined,
however, after wars with Spain, England, and France in the 18th century. In
1795, French troops ousted Willem V of Orange, the Stadhouder under the
Dutch Republic and head of the House of Orange.
Following Napoleon's defeat in 1813, the Netherlands and Belgium became the
"Kingdom of the United Netherlands" under King Willem I, son of Willem V of
Orange. The Belgians withdrew from this union in 1830 to form their own
kingdom. King Willem II was largely responsible for the liberalizing of the
constitution in 1848.
The Netherlands prospered during the long reign of Willem III (1849-1890).
At the time of his death, his daughter, Wilhelmina, was 10 years old. Her
mother, Queen Emma, reigned as regent until 1898 when Wilhelmina reached the
age of 18 and then became monarch.
The Netherlands proclaimed neutrality at the start of both world wars. The
Netherlands escaped occupation during World War I, but during World War II
was overran by German troops in May 1940. Queen Wilhelmina fled to London
and established a government-in-exile. Shortly after the Netherlands was
liberated in May 1945, the queen returned. Crown Princess Juliana succeeded
to the throne in 1948 upon her mother's abdication. In April 1980, Queen
Juliana abdicated in favor of her daughter, now Queen Beatrix.
The Netherlands' once far-flung empire was granted full independence or
nearly complete autonomy after World War II. Indonesia formally gained its
independence in 1949, and Suriname became independent in 1975. The five
islands of the Netherlands Antilles (Curacao, Bonaire, Sabe, Saint
Eustatius, and a part of Saint Maarten) are an integral part of the
Netherlands realm, but enjoy a large degree of autonomy. In 1986, Aruba,
which had been a part of the Netherlands Antilles group, was granted
separate status within the kingdom, equal, but separated from the
The present Dutch constitution dates from 1848 and has been amended several
times. The country has 12 provinces, each governed by a locally elected
provincial council and a executive appointed by members of the provincial
council. The province is formally headed by a queen's commissioner
appointed by the crown.
The government is based on the principles of ministerial responsibility and
parliamentary government and is composed of three institutions: the crown,
parliament (the States General), and the courts.
The monarch is the titular head of state and has mainly a ceremonial
function. The queen has power to appoint the "formateur," who forms the
Council of Ministers following elections. The Council of Ministers plans and
implements government policy. Most ministers also head government
ministries, although some ministers without portfolio exist.
The Council of State is a constitutionally established advisory body to the
government consisting of the royal family and crown-appointed members. The
Council of State must be consulted by the cabinet on proposed legislation
before a law is submitted to parliament. The Council of State also serves
as a means of appeal for citizens against decisions by the Council of
The Dutch parliament consists of two houses, the First Chamber and the
Second Chamber. Historically, Dutch governments have been based on the
support of a majority in both houses of Parliament.
The Second Chamber is by far the more important of the two houses. It alone
has the right to initiate legislation and amend bills submitted by the
Council of Ministers and shares with the First Chamber the right to question
ministers and states secretaries.
The Second Chamber consists of 150 members, directly elected for a 4-year
term (unless the government falls prematurely by a no confidence vote) on
the basis of a nationwide system of proportional representation. This
system means that members represent the entire country rather than
individual districts and are normally elected on a party slate, not on a
personal basis This electoral system makes coalition governments almost
The First Chamber is composed of 75 members elected for 4-year terms by the
12 provincial legislatures. It cannot
initiate or amend legislation, but its approval of bills passed by the
Second Chamber is required before bills become law.
The court system comprises 62 cantonal courts, 19 district courts, 5 courts
of appeal, and a Supreme Court, which has 24 justices. All judicial
appointments are made by the crown. Judges are nominally appointed for
life, but are actually retired at age 70.
The Netherlands is now making adjustments to align its regulations with the
EC's directives being developed under the Single Internal Market Program. To
prepare for an enlarged pan-European market and the resulting increase in
competition, Dutch firms are seeking commercial contacts with established
and reliable U.S. trading partners to introduce new products, technology,
and production techniques into the European marketplace. A partnership of
American technology and the Dutch location in European markets will work to
the advantage of both the American and Dutch partners. With Dutch
distribution centers and transportation networks, there is ease of European
connections and customer service. U.S. firms will find excellent commercial
opportunities by working with the Dutch business community.
As a member of the European Community, the Netherlands must ensure that its
legislation complies with that of the European Community under the Treaty of
Rome. There are four main institutions of the EC that carry out the drafting
and administration of the legislative process -- the EC Commission, the
European Parliament, Council of Ministers, and the European Court of Justice.
The Commission makes proposals for EC directives, and the Council of
Ministers decides whether to accept or reject the proposed legislation. The
EC Commission is located in Brussels and is composed of 17 commissioners,
each of whom is appointed jointly by the EC member governments. Each
commissioner is responsible for several directorates-generals which function
as the civil service.
Once developed and approved by the Commission, a proposed EC directive is
passed to the European Parliament in Strasbourg for approval. The Parliament
is composed of 518 members directly elected by voters in the member
countries. Parliament conducts two consecutive readings on proposals and can
approve, fail to disapprove, reject, or recommend changes to a proposed
The Council of Ministers is the main legislative and decision-making body in
the EC. The 12-member council is composed of foreign ministers or cabinet
officials from member states' governments and represent their national
governments. The Council of Ministers has power to veto or agree on proposed
legislation. On certain proposed directives, the council voting is based on
a weighted vote system. The presidency of the council is rotated at 6-month
intervals so that each member country will have some authority and
Once a proposed directive becomes approved, each member state must
incorporate the directive into its own national legislation within a
specific timeframe unless the country obtains a derogation because of
special circumstances. The final arbiter over disputes of EC law is the
European Court of Justice. The European Court is composed of judges
appointed for 6-year terms by agreement of the member states.
EC Single Internal Market
The European Community has embarked on an ambitious program to develop a
more united and barrier-free internal market for trade among the 12 member
countries by the end of 1992. As an EC member, the Netherlands is fully
participating in this program. The 1992 program will create an internal
market of 380 million consumers with freedom of movement for goods,
services, labor, and capital as well as greater competition and lower prices
for the consumer.
The EC Single Internal Market program involves the adoption of some 279
directives that will establish new EC-wide requirements for a broad range of
business activities and result in the harmonization of standards for
thousands of products. This program is expected to create greater economic
growth, improve production and marketing efficiencies, increase
competitiveness, and lower costs to the consumer. It will also create new EC
product standards and regulations that will have to be adhered to by all
suppliers to the EC market.
The 1992 Internal Market program presents a challenge and an opportunity for
American firms doing business in the EC. American industry must be informed
and respond to changes and new competition in the commercial environment.
American firms seeking to sell products in the Netherlands, or to establish
a business operation there, should review both the Dutch and EC regulations.
In many cases, the national product standards are being replaced with
unified EC-wide standards. These unified standards will make it easier for
U.S. suppliers to produce for export
to the EC since one product will be accepted for sale in all 12 countries.
Steps are also being taken to harmonize national procedures for product
testing and certification and to establish a common EC trademark and
For more details on European Community product standards and certification
requirements, contact: Single Internal Market Information Service,
International Trade Administration, Room H-3036, U.S. Department of
Commerce, 14th Street and Constitution Avenue, Washington, DC 20230, (202)
BEST U.S. EXPORT PROSPECTS
Over the years, the United States has maintained a large trade surplus with
the Netherlands. Some of the product sectors with the best sales prospects
for American exporters are discussed in this section. They provide only an
illustrative sampling of the dynamics and size of the market. An American
company that has a quality product with a strong sales performance in the
United States and a price that is very competitive and shows a firm
commitment to exporting should do well in the Netherlands.
The Dutch import a wide variety of U.S. products. American industrial and
consumer goods are popular and possess a reputation for quality.
The Netherlands offers outstanding business opportunities for American
firms, both as a market and as a means of entry into Europe. The
predominantly positive economic environment, combined with the country's
continued support of free trade, the political stability, a transportion
infrastructure unequalled in Europe, strategic geographic location, and
exceptionally close cultural, investment, and trading ties with the United
States, provides a highly receptive market for American goods and services
coming to and through the country to other European markets.
The Dutch transport sector is second to none in Europe. Dutch firms own
one-third of the cross border EC freight
carrying vehicles and 60 percent of the European river barges. Over
one-fifth of Europe's regional distribution centers are based in Holland.
English is spoken more commonly in the Netherlands than in any other country
on the continent.
Moreover, establishment of a business base in the Netherlands gives an
American company the potential for easy expansion throughout the European
Community. Within 300 miles of central Holland live 160 million affluent
consumers, almost half the population of the EC. The accelerating pace of
steps unifying the European Community's market by 1993 offers the tempting
prospect of free access to a market with 380 million consumers and a
combined GNP greater than that of the United States. In addition, ongoing
Community discussions with the EFTA (European Free Trade Association) as
well as the reunified Germany and Eastern Europe offer outstanding potential
for using the Netherlands as the "Gateway to Europe." The tempo of mergers,
acquisitions, and other business alliances within the European Community has
continued as firms position themselves to take advantage of the expanding
market opportunities. Increased interest and activity among American firms
alert to these opportunities are evident by the pace of new investments and
the establishment of business ventures in the Netherlands.
Biotechnology: Sales (consumption plus exports) of the Dutch biotechnology
industry in 1988 amounted to over $5.3 billion, which represents 7 percent
of the estimated world market. Some 40 percent of these sales are
accredited to exports. The food and beverages sector is the largest
contributor to turnover, accounting for almost 90 percent. This industry
alone generates almost 25 percent of the total Dutch turnover. To stimulate
biotechnology in industry, the Dutch Government has provided $50 million in
subsidies over the last 3 years. The Netherlands has a strong research
base, including research centers at seven universities, three major medical
institutes, and several institutes under the Netherlands Organization for
Applied Scientific Research (TNO). U.S. companies interested in entering
this market should consider participating in the next HET INSTRUMENT trade
fair in Utrecht.
Computer Software and Services: The market for computer software and
services was about $3.7 billion in 1990. The average annual growth rate over
1990-1992 is estimated at 10 to 15 percent. Of the estimated total imports
in 1990 of $1.4 billion, the U.S. share accounted for $570 million. The
most promising subsector of this industry is currently communications
software, which accounts for 20 percent of the total market. U.S. software
suppliers interested in selling in the Netherlands should consider
participation in EUROPE SOFTWARE in Utrecht.
Material Handling Machinery: The Netherlands' extensive road, waterways,
railroad, and air cargo handling networks are heavy users of a wide variety
of material handling equipment. The Dutch material handling machinery
market is currently growing at a rate of 6 percent annually. The market
size in 1990 was about $660 million. The most promising subsectors in this
market are computerized in-plant equipment ($120 million), piece-goods
handling trucks ($310 million), and automated storage and retrieval systems
Pollution Control Equipment: Awareness of the environment plays a major role
in the lives of the Dutch people. The Dutch spend approximately 1.4 percent
of their GNP on environmental protection, almost twice as much per capita as
in the United States. The ambitious and expensive environmental plan of the
Dutch Ministry of Environmental Affairs covers the period from 1990 to
1994. According to this plan, Dutch industry will be required to double its
spending on environmental protection. By 1994 industry will have to spend
an extra $1 billion a year to meet stricter pollution control policies.
These policies will generate substantial sales opportunities for American
manufacturers and suppliers in the pollution control equipment field. The
market size in 1990 for environmental equipment was about $1.35 billion.
Imports accounted for $421 million, of which $104 million came from the
United States. U.S. companies interested in entering this market should
consider participating in ECOTECH, an international trade fair for waste
disposal, recycling, and environmental technology or in AQUATECH'92 for
Renewable Energy Equipment: Growing environmental problems compel the
Netherlands to increase its annual energy efficiency improvement rate to
over 2 percent. Subsidies will be used to support a wide range of
investments in energy conservation and renewable energy sources. By the year
2000, total government expenditures will amount to $325 million annually.
The most promising sectors for U.S. suppliers are wind turbine generators,
solar-powered hot water systems, solar cells, geothermal energy systems,
fuel cells, and cogeneration equipment.
Security and Safety Equipment: In the Netherlands, expenditures on security
equipment and services was approximately $1.2 billion in 1990. About $950
million of this amount was spent on surveillance, guard, and
miscellaneous services and $263 million on security equipment and devices.
The market for equipment is expected to grow annually by 15 percent,
reaching $400 million by 1993. In 1988, almost 34 percent of all Dutch
citizens over the age of 15 were victims of crime. This high crime rate is
creating a growing security awareness among the Dutch and substantial sales
opportunities for American suppliers.
Telecommunications Equipment and Supplies: The opening of the customer
premises equipment and value added services market in 1989 and the ambitious
investment plans of the national telecommunications administration will
continue to contribute to the growth in demand for telecommunications
equipment and supplies in the Netherlands. The move in Europe to develop a
pan-European digital cellular communications network (GSM) has encouraged
the Dutch to follow Germany, Finland, France, the United Kingdom and Sweden
in proposing legislation that will allow a second operator to provide mobile
and cellular services. Total imports of telecommunications equipment in
1990 reached $800 million. The market size in 1990 was estimated at $1.5
billion. U.S. telecommunications and data communications companies are
encouraged to contact the Commercial Section of the American Embassy for
current information on market access opportunities and regulatory procedures
in this rapidly changing industry.
The Foreign Commercial Service in the Netherlands has prepared a series of
marketing briefs for a selected number of industry sectors. These Industry
Sector Analyses focus on the best sales prospects for American exporters.
American firms interested in exporting can obtain this information from the
National Trade Data Bank or from the local U.S. Department of Commerce
Aerospace: U.S. manufacturers continue to dominate the Dutch aerospace
market, not only for passenger aircraft but also for aircraft parts,
engines, and avionics. In 1990 Dutch imports of aerospace products were
$1.6 billion. Fokker, the sole manufacturer of aircraft in the Netherlands,
has 246 firm orders and 128 options for its Fokker 100 aircraft, and 130
firm orders and 16 options for the Fokker 50. U.S. content in these
aircraft varies between 20 and 40 percent.
Netherlands' Schiphol International Airport will continue with its expansion
projects. A final decision to reconstruct Rotterdam's regional airport will
be made in 1994.
DISTRIBUTION AND SALES CHANNELS
The Netherlands is one of the most densely populated countries in the world,
with an average of 432 inhabitants per square kilometer in 1987. This
population density compares to 328 inhabitants per square kilometer for
Japan, 324 for Belgium, 246 for Germany, 232 for the United Kingdom, and 26
for the United States. The most densely populated region in the Netherlands
is called the Randstad. This region comprises the key marketing areas of
Utrecht, Amsterdam, The Hague, and Rotterdam (refer to map on back cover).
The Ransdstad is compact, homogeneous, and easily accessible. Distances in
the Netherlands are short: from Groningen, the most northerly major city, to
Maastricht, at the southern tip, is 200 miles by road. The distance from
Rotterdam to Enschede, located near the German border, is about 120 miles. Transportation is excellent by road, rail, and the numerous canals and
rivers. Shipments to any point in the country can reach their destination
The Netherlands has a variety of experienced importers, sales agents, and
distributors well versed in international trade. A large portion of the
goods is handled by importers who purchase for their own account and
distribute throughout the country and Europe. Because of the size,
accessibility, and competitive nature of the Dutch market, importers often
insist on an exclusive distributorship. If the importer is a well qualified
and experienced firm, an exclusive distributorship often yields the best
results. Wholesalers constitute an important segment of the importers doing
business in this manner. They are the primary source of supplies for the
small- and medium-size retail outlets, which often find it impossible to buy
directly from manufacturers that require large orders.
Purchasing associations are formed by independent retailers. These
associations combine purchasing power and operate their own warehouses, thus
performing a function similar to the wholesaler.
There are many commission agents and brokers in the Netherlands serving the
domestic and European markets. A Dutch representative can often provide an
excellent starting point in exporting to Europe. Dutch firms can easily
handle the logistics, linguistics, and stocks on behalf of the American firm.
If the product normally has a high sales volume and low profit margin, the
Dutch prefer to deal direct with the manufacturer. Sales to a department
store, chain store, or end-user often gives best sales results, but in-turn
requires greater promotional effort by the American exporter to achieve.
The direct sales method eliminates the added shipping and warehousing
expenses, but the U.S. exporter and Dutch importer must handle the shipping
formalities and work harder to ensure a successful business relationship.
The introduction of products into the Dutch market is uncomplicated and may
be achieved by several methods. Product representation throughout the
Netherlands is facilitated by the compact market and may be achieved with
any of the following distribution methods to cover the entire area,
depending on the expected sales volume, product support requirements, and
marketing techniques. However, these methods must be applied being mindful
of the advantages a local representative would have in serving the home
Establishing a sales office to serve the entire country and provide a
distribution base for Western Europe.
Selling through an agent or distributor whose activity may cover specified
areas, the entire country, or include European sales.
Selling through established wholesalers or dealers.
Selling directly to department stores, chains, retailer cooperatives,
consumer cooperatives, or other purchasing organizations.
The U.S. exporter would be ill-advised, after having appointed a
representative firm, to provide only product literature and samples and then
expect to have good sales results. Regular communications and visits to the
representative, particularly when newly appointed, by seasoned sales
personnel or company technicians can reveal information on market
developments and assist in the solution of any problems. Regular submission
of sales reports can be a vital link to analyzing sales results and
identifying potential problems before a serious one occurs.
The Dutch can purchase from international sources and expect well-designed,
high-quality products, with efficient after-sales service. An effective
servicing system also should be incorporated into distribution plans.
Appointing an Agent or Distributor
Since the Netherlands represents a compact market, foreign firms customarily
have one exclusive representative for the entire country, but it is common
for the representative to appoint subagents to cover certain sectors of the
market if sales volume and profit margin warrant.
While it is important to obtain specific legal advice on appointing an agent
or distributor, some general guidelines follow. All agent agreements should
be in writing and state the marketing area and if it is an exclusive
arrangement. Termination of the relationship is the single main area that
most frequently causes problems for American exporters. Generally, the
civil codes protect the interests of the representative. In the absence of
termination provisions in a written agreement, the law provides for a
minimum notice of termination of 4 months. Parties may agree to other terms,
provided the notice of termination is not less than 1 month. An agreement
with a definite period terminates on the agreed expiration date. If the
parties continue to operate under the agreement after that date, the
agreement is usually deemed extended for a further identical period but not
for more than a year. If the American principal wants to terminate the
relationship, notice of termination should be given even with definite term
The termination of an agreement without the required notice makes a
principal liable for compensation. The agent could seek to claim the amount
of the commissions that would have been earned during the termination period
or for the amount of actual damages suffered. In exceptional cases, and
only for just cause (such as competition or fraud), an agreement may be
terminated without notice provided the other party is immediately advised of
the reason. In such cases, the courts may be requested to terminate the
At the expiration or termination of an agreement, by whatever means, an
agent who has increased the value of the business is entitled in principle,
to an adequate remuneration which cannot exceed the average of the
commissions in 1 year. Such claims by agents are subject to an expiration
term of 1 year.
A sales representative located in the Netherlands is in an ideal position to
market a product throughout all of Europe. Frequently, American firms will
also rely on the Dutch distributor to handle the details of customs
clearance, product labeling, and packaging for European preferences
regarding the product. These duties should be explicitly stated in a
Before entering into any agreement with a partner, the American principal
should first review the provisions of Dutch law with a qualified attorney.
The legislation regarding unilateral termination of distribution agreements
is designed to provide the local distributor with some degree of protection
and monetary compensation when an agreement is terminated by the grantor,
for reasons other than cause. The legislation will apply regardless of any
clause in the agreement itself, and the parties may not deviate from the
legislation as long as the distribution agreement is in force.
Three kinds of agreements are generally recognized:
Exclusive distributorships, where the distributor has the sole right to
sell specified goods within a defined area.
Quasi-exclusive distributorships, where the distributor sells almost all
the specified products within a defined area.
Informal distributor arrangements under which the grantor imposes heavy
obligations on the distributor and which would cause damage to the
distributorship if the grantor terminated the agreement.
In the absence of mutual agreement, or the failure to meet contract
obligations, a distribution agreement of indefinite term cannot be
terminated by the grantor without reasonable notice or fair compensation. In
general, grantors should consider protecting themselves by entering into
agreements for definite periods rather than an indefinite period. Also,
specific minimum performance clauses should be considered, such as percent
of distributor's sales, minimum annual sales, number of business contacts to
be made, etc., and proposing that U.S. law and courts have jurisdiction.
EC Legislation on Agents
The careful selection of a dynamic representative is important for
successful sales over the long term. The selection of a good sales
representative is also essential because the EC legislation is restrictive
regarding the termination of agents and distributors. The European
Community Directive EEC 86-653 sets forth conditions on termination of a
commercial agent and provides for appropriate compensation.
Under EC legislation, a commercial agent is a self-employed intermediary who
has continuing authority to negotiate the sale or the purchase of goods on
behalf of another person, or to negotiate and conclude such transactions on
behalf of the principal.
Each party is entitled to a written document setting out the terms of the
contract. The minimum termination notice is 1 month for the first year of
service, 2 months for the second year, and 3 months for the third year and
subsequent years. Agents must be compensated if they brought the principal
new customers or increased the volume of existing business.
The amount of indemnity may not exceed a figure equivalent to an agent's
annual remuneration over the preceding 5 years or the average of the period
in question. The indemnity is not payable if the principal has terminated
the contract because of default by the agent or if the contract is
terminated on grounds of age, infirmity, or illness of the agent.
The local district offices of the International Trade Administration of the
U.S. Department Commerce offer an Agent/Distributor Service (ADS) to help
U.S. firms find agents or distributors in the Netherlands and other
Manufacturers seeking a Dutch agent to service the domestic and European
market should visit the Netherlands to make an appraisal of the relative
merits of prospective agents. Besides acquainting the U.S. exporter directly
with local market conditions and special sales characteristics, a visit also
provides an opportunity to discuss policy and sales campaigns with the
agent, review responsibility for customs fees, taxes, labeling, business
procedures, and payments. These responsibilities should always be clearly
defined before undertaking a long-term relationship.
A continued close working contact between the American firm and the agent or
distributor is very desirable and should be developed early in the
relationship. Certain products and equipment require servicing to maintain
their useful life. The U.S. exporter should determine if servicing is needed
and develop a distribution network to include such servicing by qualified
personnel. To build trust,
loyalty, and marketing skills, U.S. producers frequently bring their agents
or distributors to the United States for training and marketing assistance.
Wholesale and Retail Channels
There are numerous well established sales outlets in the Netherlands. These
firms, both at the wholesale and retail level, have traditionally been small
units with high overhead. The trend now is for a smaller number of units
dealing with a greater volume and more competitive prices. Trends in the
Netherlands generally mirror those in the United States and other European
countries. Nevertheless, the Dutch distribution system is moving toward
larger, more economically viable units to meet changing market needs. The
increased tempo of commercial and industrial activity, as well as suburban
development, is bringing about changes in the distribution system.
Wholesalers supply a variety of services to associated small retailers,
including sales promotion, advertising, and retail training. In some cases,
they combine as a group to purchase from manufacturers and then distribute
the goods to their customers.
Retail outlets range from the large department stores to the small shop
owned and operated by an individual. Although some retail outlets are small,
such enterprises are decreasing in number as efficiencies of scale and purchasing power become the major competitive factors bearing on profit
margins. A trend toward larger outlets has been under way, with the
formation of chains, expansion of department stores, establishment of
medium-size department stores, and the development of chain stores under
The major retail stores in the Netherlands are:
De Bijenkorf, Frankemaheerd 6, 1102 AN Amsterdam-Zuid
HEMA (De Bijenkorf subsidiary), Frankemaheerd 6, 1102 AN Amsterdam-Ziud
Vroom & Dreesmann, Spaklerweg 52, 1090 BA Amsterdam
Kwantum Nederland, Spaklerweg 55, 1099 BB Amsterdam-Zuid
Xenos, Goudsmit 15, 5232 BN 'sHertogenbosch
Habitat, Stadhouderskade 106, 1073 AX Amsterdam
Makro, Spaklerweg 53, 1099 BB Amsterdam
Mail-order firms interested in quality products at competitive prices are:
Keurkoop, Emerparklaan 1, 4824 AR Breda
Wehkamp, Meeuwelaan 2, 8011 BZ Zwolle
Direct Mail Distributors, Jan Vermeerlaan 115, 4703 KK Roosendaal
Ter Meulen, Vlaardingenweg 72, 3044 CK Rotterdam
Neckermann Postorder, Geslechtendijk 10, 4564 BP St. Jansteen
Otto, De Posthoornstraat 10, 5048 AS Tilburg
There are few regulations concerning franchising and none that limit market
access to U.S. firms. The European Community has issued regulation EEC
4087/88 regarding franchising, which provides a unified code for the 12
member states. Its main thrust concerns price fixing, transfer pricing,
noncompetition clauses, and exclusive dealing. It also exempts certain
franchise agreements from the EC antitrust regulations.
Mail-order sales account for a very small part of total Dutch retail sales.
Certain firms have used this technique successfully in combination with
their usual retail outlet operation. Promotion is carried out by catalog or
by newspaper advertisements with no personal contact. Hobby centers,
do-it-yourself, auto supply centers, and discount stores also are enjoying
When seeking sales in the Netherlands, American firms should remember that
the average Dutch consumer demands quality and can select from a wide array
of products from around the world. The Dutch are not impulse buyers and
prefer informative advertising and packaging.
Shopping is mainly done on a daily basis with shops smaller and more
personalized than that found in the United States. The Dutch are friendly to
Americans and are aware of U.S. styles, cultural activities, and events.
Many have visited or lived in the United States.
The Dutch prefer cozy homes and are family oriented. They are friendly and
courteous to strangers, but are more reserved than Americans are. When
asked their views, the Dutch speak their minds and will not waste time if
they are not interested in your product. Houses are smaller, and therefore
appliances and furniture are generally more compact. Ostentatious display
of wealth is considered to be in poor taste. The average consumer has an
international outlook and a world of consumer products from which to choose.
There are direct air connections between the United States and the
Netherlands. Schiphol Airport is the international airport located near
Amsterdam with direct rail and bus connections to other points.
The state-owned railroad system, Netherlands Railways (Spoorwegen or NS),
provides efficient and economical transportation between cities.
Road haulage is an important form of freight movement. Dutch firms operate
one-third of the truck hauling fleet and 60 percent of European river
barges. With Rotterdam the world's largest port, an efficient cargo
transfer system is vital.
The main Dutch ports are Rotterdam and Amsterdam. Rotterdam, the world's
largest port was bombed during World War II and completely destroyed. Now,
the Dutch ports serve as the "Gateway to Europe" with extensive dock and
storage space, container terminals, roll-on/roll-off, and bulk handling
equipment. They feature good inland transportation, connections by rail,
river, and canal, as well as by road. There are frequent sailings to the
United Kingdom, France, and other points. Ocean shipment from the United
States to Dutch ports is direct with frequent sailings.
Energy consumption in the Netherlands consists of natural gas (47 percent),
oil (40 percent), electricity (9 percent), and coal (4 percent). The Dutch
have extensive offshore reserves of natural gas and produce some 77 billion
cubic meters of gas annually, of which about 50 percent is exported.
Although the last coal mine in the Netherlands was closed in 1984, the
country has exploitable coal deposits. However, with current international
energy prices, coal mining is not expected to become economical in the
A full range of advertising media is available in the Netherlands. Numerous
radio and television stations serve the country. The cable television
system is available in most areas with the majority of the population having
The principal advertising media are the press, television, and radio. Cinema
is primarily a support medium with a strong reach among the 15 to 24 year
The following are major Dutch newspapers:
Algemeen Dagblad -- NationaI conservative daily with 400,000 circulation.
Westblaak 180, 3012 KN Rotterdam
Het Financieele Dagblad -- National business daily with 28,000
circulation. Weesperstraat 85, 1018 VN Amsterdam
De Volkskrant -- National labor-oriented daily with 280,000 circulation.
Wibautstraat 148-150, 1091 GR Amsterdam
De Telegraaf -- Conservative, sensationalist national daily with 705,000
circulation. Basisweg 3, 1048 AP Amsterdam
NRC - Handelsblad -- Influential, independent national evening daily with
180,000 circulation. Westblaak 180, 3012 KN Rotterdam
Elsevier -- Weekly news and opinion with 140,000 circulation. Spuistraat
110-112, 1012 VA Amsterdam
There are numerous advertising agencies with a wide range of services. The
large ones provide a full range of advertising services and are members of
the Institute of Advertising Practitioners, which is closely associated with
the American Association of Advertising Agencies.
Advertising agencies utilize every medium available to advertisers: direct
mailings, press, radio, television, point-of-sale advertising, posters, and
public transportation placards. Other promotional techniques, such as
coupons, samples, premiums, and prizes, are also used. Laws covering gaming
and lotteries as well as restrictive trade practices are strictly enforced
by the government. Firms advertising and selling goods should obtain local
advice regarding provisions of the laws and consumer acceptance of the
promotional or marketing approach.
Dutch firms engaged in market research provide the usual range of services,
including store audits, consumer surveys, product field testing, and
attitude and motivation research. In general, if the advertising technique
works well for your particular product line in the United States and
elsewhere in Europe, the Dutch market should also be receptive to your theme
but on a more reserved basis. There are
differences, however, and local opinion should be obtained first for a
specific strategy that calls for a major commitment of the marketing budget.
The names of Dutch advertising agencies, market research organizations, and
management and public relations counseling firms may be found in such
publications as the International Directory of Market Research Houses and
Services, American Marketing Association, 420 Lexington Avenue, New York, NY
10017, (212) 687-3280, and the Directory of Marketing Research Agencies and
Management Consultants in the United States and the World, Bradford, P.O.
Box 276, Fairfax, VA 22030, (703) 560-7484.
Exhibitions are a cost-effective method to enter a foreign market and meet a
wide range of buyers interested in a particular industry sector. Sales
professionals find that trade fairs attract extensive buyer attendance and
frequently can be used to gauge acceptance and pricing of new products and
to observe the competition. In the course of a few days, a new market
entrant may be able to generate more qualified and motivated prospects than
by using any other sales approach. New products are frequently introduced
at trade shows so that competitive products can be identified and evaluated
as they emerge in the market place, thus providing important marketing
information. Fairs are particularly useful for introducing a new product to
the market or for finding an agent, distributor, or representative. The U.S.
Depatrment of Commerce frequently organizes pariticpation on events that are
identified as having excellent prospects for American exporters. For
information on participating in Dutch trade fairs, contact your local
Department of Commerce district office.
Because of the central location and extensive transportation and
distribution network of the Netherlands, Dutch trade fairs tend to attract
an interested and active international buying audience from Belgium, France,
and Germany and other countries as well.
U.S. DEPARTMENT OF COMMERCE EXPORT SERVICES
The U.S. Commerce Department assists firms seeking to export products and
services. The first step in the exporting
process is to contact a local Department of Commerce U.S. and Foreign
Commercial Service (US&FCS) district office. District offices are located
in major cities throughout the United States and serve as the first point of
contact for export assistance. Each district office maintains commercial
reference materials, including market information and trade leads from
overseas. The US&FCS also has offices located at U.S. embassies and other
posts throughout the world which provide assistance and information to
traveling business persons.
The following is a list of Commerce assistance available for the interested
exporter. Contact your local US&FCS district office for additional
information on these programs.
Foreign Economic Trends (FET) Report -- a report providing general
economic and commercial background information on the Netherlands and
identifying some of the best sales prospects.
Comparison Shopping Service (CSS)--a survey of the overseas market that is
custom-tailored for a product or service. Nine basic questions are
researched and answered about the probability for success and the best
market approach for the product identified.
Agent/Distributor Service (ADS)--a search of potential agents,
distributors, or representatives that are qualified and interested in
dealing with a specific product.
Gold Key--a commercial itinerary in the Netherlands developed by the
US&FCS to assist a U.S. firm in reaching its commercial goals.
World Traders Data Report (WTDR)--a report providing an evaluation and
background data on a foreign firm.
Single Company Promotion (SCP)--a promotional program tailored for a U.S.
firm's product overseas provided by the US&FCS in the Netherlands.
Activities can include press receptions, mailings, catering, speakers, and
Trade Opportunity Program (TOP)--trade leads and investment opportunities
provided by U.S. embassies and consulates around the world for U.S.
Commercial News U.S.A. (CNUSA)--a monthly illustrated publication of goods
and services that is distributed to 110,000 foreign importers worldwide.
Trade or Catalog Shows and Missions--events identified by the U.S.
Department of Commerce as having excellent sales potential for American
Trade Information Center
In addition to the Commerce Department's district offices located in major
cities throughout the United States, the Trade Information Center also
provides a "one-stop" source for information on all federal government
export programs. The Center can provide information on:
@ How to get started in exporting
@ Foreign market research
@ Export financing
@ Locating overseas buyers
@ Trade missions and fairs
@ Export seminars and conferences
@ Where to obtain tariff rates and licensing requirements
To reach the Center dial:
Business firms can call the Trade Information Center Monday through Friday,
8:30 a.m. to 6:00 p.m. EST. Hearing-impared can reach the Center by calling
National Trade Data Bank (NTDB)
The NTDB has been designed to bring a vast amount of trade statistics and
overseas marketing information together for ease of access and increased
use. By using the CD-ROM (compact disk-read only memory), the equivalent of
more than 200,000 pages of exporting information is available. Additional
information is added to the data base monthly.
For the exporter, the NTDB is a powerful resource to learn about export
markets, analyze trading patterns and trends, and understand trade practices
of foreign countries and develop business contacts for distributing products
The National Trade Data Bank is available for use in most Commerce district
offices, at some 700 libraries, and is available for direct sale to the
public. The cost of a single disk is $35; an annual subscription of 12
disks is $360. Users may place orders or obtain additional information on
equipment needed to use the system by calling the NTDB Help Line on (202)
Pitfalls to Avoid When Exporting
In exporting there is no substitute for experience. The following provides a
list of 10 of the most important steps a firm or individual should take
before entering the international market.
Obtain qualified export counseling or study international trade procedures.
Develop a marketing and financial plan. Include specific milestones to
determine progress. Identify the key individual within the firm to achieve
Ensure a commitment of time and resources by all levels of management to
pursue exporting over the long term.
Take sufficient care when selecting overseas agents or distributors.
Focus efforts on a core market and expand in an orderly manner.
Do not neglect overseas clients when domestic sales increase.
Modify products to meet cultural preferences or product standards of other
Provide product labels and sales literature in the local language.
Use an export management company or broker if exporting is beyond the
resources of the firm.
Consider licensing or joint venture arrangements to expand export sales.
Availability of Credit
Normal credit terms at the trade and consumer levels is 30 days,
occasionally extending to 60 days. At the retail level, most outlets, except
grocery stores, offer their customers credit, usually 30 days.
Competition has required the use of liberal financing terms to the buyer as
opposed to requiring payment on a letter of credit or cash basis. Letters of
credit can be used initially for new accounts, with more liberal terms
granted if justified by volume and customer reliability. Knowledge of
industry practice and the customer is generally the prime consideration in
deciding whether to use sight drafts, time drafts, or open accounts. Usual
terms of sale are payment within 30 to 90 days after delivery, varying with
the commodity and the credit standing of the purchaser.
Large American banks can advise on using letters of credit as well as on
short-term credit financing. Credit financing may include overdraft
facilities, term loans, discounting, factoring, and Eurocurrency loans.
In addition to the WTDR service provided by the Commerce Department to
examine the reliability of a foreign firm, background information on Dutch
and other firms can be obtained from the following sources:
Foreign Credit Interchange Bureau, National Association of Credit
Management, 475 Park Avenue South, New York, NY 10003.
Dun and Bradstreet, Inc., 99 Church Street, New York, NY 10007.
Gradon America, 71 West 23rd Street, Suite 1629, New York, NY 10010.
Owens Online, 11701 Belcher Road South, Suite #111, Largo, FL 34643-5116
Major banks--contact the international section of any large city bank for
The American Bureau of Collections, Inc., 1100 Main Street, Buffalo, NY
14209-2356 (a collection bureau with an overseas network).
An important element in retailing is the use of installment credit. Most
banks offer credit cards that allow bearers to cash checks at any branch of
a participating bank. Credit cards of most major organizations are accepted
by retailers and businesses. The larger stores accept major credit cards and
checks drawn on local banks.
The central bank, De Nederlandsche Bank, is charged with managing the
country's banking and monetary system, exchange rates, and controlling
credit. In addition, it acts as adviser and banker to the government but
does not other wise engage in commercial banking activities.
De Nederlandsche Bank monitors compliance with guidelines concerning
liquidity and solvency and the licensing of banking institutions. The
central bank has authority to license exchange transactions, but this
authority has been delegated to commercial banks.
Commercial banks have an excellent reputation for reliable and prompt
service for a wide range of banking needs. Most American banks have
well-established banking relations in the Netherlands.
Banks have the usual checking accounts familiar to all Americans. In
addition, there is the bank giro and post office giro accounts which may
also be used to make payments. A bank giro form is frequently sent in place
of a bill for the purchase of goods or services. Purchasers fill out the
giro payment card for the amount due, sign it, and send it to their own bank
for a tranfer of funds. The post giro works in much the same fashion but
through a Post Office account.
Export Financing Programs
Several programs exist to help export within internationally accepted
trading practices. The following export financing programs may be of
interest to a U.S. exporter:
Small Business Administration (SBA) provides financing for the
establishment, operation, or expansion of a small business, including firms
engaged in exporting. It's Export Revolving Line of Credit Guarantee Program
provides pre-export financing for sales and for foreign market development.
SBA also has a program in cooperation with the Export-Import Bank of the
United States (Eximbank) to participate in loans to small firms.
Export-Import Bank facilitates U.S. exports through credit support in the
form of direct loans, commercial guarantees, and insurance.
Foreign Credit Insurance Association (FCIA) is a private sector
association of insurance companies. The FCIA acts in conjunction with, and
as an agent for Eximbank, to
cover export sale repayment losses due to political or commercial causes.
Overseas Private Investment Corporation (OPIC) assists U.S. private
capital investments and skills in the economic and social progress of
developing countries. Programs include political risk insurance, special
insurance coverage for natural resource projects, leasing, and contractor's
International Bank for Reconstruction and Development (IBRD), under the
World Bank Group, promotes development of member countries mainly by
extending conventional loans for specific high-priority projects.
Membership in the EC
The Netherlands has been a member of the European Community (EC) since its
inception in 1958. The other EC members are Belgium, Denmark, France,
Germany, Greece, Italy, Ireland, Luxembourg, Portugal, Spain, and the United
Kingdom. Other countries are considering applying for membership.
The EC forms a customs union having free trade among the member states, but
levies a common tariff on imports coming from non-EC countries such as the
United States, Japan, and Canada. The EC also has a common agricultural
policy, joint transportation policy, and free movement of goods and capital
within the member states. Other aspects of commercial activity are being
Under agreements reached between the 12 EC members and the 6 members of the
European Free Trade Association (EFTA) -- consisting of Austria, Finland,
Iceland, Norway, Sweden, and Switzerland--duty-free trade for industrial
products has been achieved among these 18 countries. Taxes, such as the
value-added tax (VAT) and excise taxes, are levied in the country of final
destination. Currently, VAT rates differ among the various countries. See
the "Value-Added Tax" section for the Dutch rates.
In addition to the EFTA countries, the Netherlands and the other EC nations
extend preferential tariff treatment to certain other countries and
territories with historical ties to the EC and to less developed countries
in Africa, the Caribbean, and the Pacific regions. The granting of
reduced tariffs to developing countries is under the Generalized System of
The Netherlands applies the EC tariffs (customs duties), which are based on
the international Harmonized System (HS) of product classification. Duty
rates on manufactured goods from the United States generally range from 5 to
8 percent and are usually based on the c.i.f. value of the goods at the port
of entry. The c.i.f. value is the price of the goods (usually the sales
price) plus packing costs, insurance, and freight charges to the port of
entry. Most raw materials enter duty free or at low rates while agricultural
products face higher rates and special levies. For information on EC duty
rates levied on agricultural products, contact the U.S. Department of
Agriculture, (202) 447-2144. For information on EC duty rates of
manufactured and industrial products, contact the U.S. Department of
Commerce, International Trade Administration's Office of European
Community Affairs, (202) 377-2905.
The Harmonized System is a system designed to classify goods in
international trade for customs purposes and for developing trade
statistics. It is arranged into 99 chapters. The sections are established
according to categories such as agriculture, chemicals, chief material of
the product, or type of manufacturing industry. The sections and chapters
start with agricultural and primary products in the initial chapters,
followed by products that are more processed and technically more complex.
The HS classification number consists of a minimum of six digits, which are
common to all countries using the Harmonized System. Additional digits can
be used to meet each nation's individual statistical requirements and give
greater detail as needed.
If a HS number of the product being shipped is requested by the Dutch
importer, this information may be obtained from an ITA district office or
from the Office of European Community Affairs, (202) 377-2905. The HS number
is usually needed by the Dutch importer to determine the duties levied at
time of importation.
The following is a summary of the Harmonized System classification:
Chapter Products Covered
1-15 Live animals, animal or vegetable products
16-24 Prepared food, beverages, spirits, tobacco
25-40 Minerals, chemicals, plastic and rubber articles
41-49 Hides, skins, leather goods, wood and pulp, paper
50-63 Textiles and textile articles
64-67 Footwear, headgear, umbrellas
68-70 Stone, plaster, cement articles
71 Precious/semiprecious stones, metals and articles, imitation
72-83 Base metals and articles
84-85 Machinery and mechanical appliances, electrical equipment, sound
86-89 Vehicles, aircraft, and vessels
90-92 Optical, photographic, cinematographic, measuring, checking,
medical, clocks and watches, musical instruments
93 Arms and ammunition
94-96 Miscellaneous manufactured articles
97 Works of art
98-99 Reserved for country use
Quotations and Payment Terms
U.S. sales quotations are usually given on a c.i.f. basis which is the sales
price plus costs, insurance, and freight to point of importation. The
c.i.f. quote is generally preferred by Dutch importers since they are
usually familiar with the Dutch customs charges and taxes levied on the
product at time of importation, but may not be acquainted with U.S. costs
for trucking, ocean, or air freight. Large Dutch firms and department
stores, however, may prefer to buy on f.o.b. terms when they wish to arrange
for shipping and insuring the goods. Quotations and invoicing are usually in
terms of the currency of selling country.
American quotations, usually stated in dollars, are completely acceptable to
the Dutch. The usual practice of American firms selling to a new customer is
to require cash against documents on the first sale or two. After
establishing credit, the Dutch importer will expect to pay by 30-, 60-, or
90-day letter of credit. In all cases, the American exporter will have to
decide the balance between making the sale with liberal terms versus less
sales potential, but with less financial risk. American firms may often
find it necessary to offer their best payment terms in order to land the
sale in the competitive Dutch market.
Frequently, the Dutch buyer requests a quote or shipment of goods under
INCOTERMS (1990 revision). This is a set of international rules defining the
important commercial terms and practices. By referencing INCOTERMS, both
buyer and seller will have a uniform understanding of their responsibilities
in an agreement. Copies of a 90-page publication Guide to INCOTERMS are
obtainable from ICC Publishing, 156 Fifth Avenue, New York, NY 10010, (212)
206-1150. Exporters can also obtain information from the Dun & Bradstreet
Merchandise may be examined by the importer before customs clearance for the
purpose of making an inventory. Goods cannot clear customs without shipping
documents and payment of any customs duty, applicable value added taxes, and
any excise taxes. These formalities must be undertaken by the importer at
the time of clearing customs. Import licenses, if required, should be
presented by the importer within the period for which they were issued.
Goods in Transit
Goods may clear customs with an EC transit procedure that provides for the
issuance of a single transit document under which the goods may be easily
shipped across frontiers of the EC member states. These transit documents
are completed by the importer for a freight forwarder engaged for the
purpose. The transit document provides the basis for a single, comprehensive
procedure covering the goods within the Community. Since this is an EC
Procedure, the European importer, customs house broker, freight forwarder,
or shipper must prepare these documents at point of entry.
Free Trade Zones
There are several free trade zones in the Netherlands. However, in a very
real sense, the entire country is a free trade zone. American firm find that
the numerous private and commercial warehouses located throughout the nation
perform much the same function and with low costs. Bonded warehouse
facilities of any size can be arranged with ease. Shippers can then
maintain inventory without the payment of customs and value-added tax until
the goods are needed for use and are then imported. Products also may be
transshipped to other countries without technically entering the Dutch
customs area. With an international distribution and warehouse center
serving Western Europe, products can arrive at the customer's site quicker
and with less complaints.
The advantage of the free trade zone to American firms is having a European
base of supply to assure customers prompt delivery and service, and being
able to maintain inventory at low cost.
Adequate warehousing facilities are available in all major Dutch cities. In
addition to the port areas, Dutch facilities in the east, such as
Maastricht, Tilburg, Eindhoven, Nijmegen, and Enschede, provide storage
facilities and distribution services.
The Holland International Distribution Council is a organization composed of
established Dutch transportation and warehousing firms that can help U.S.
firms resolve transportation problems, locate facilities, and provide
technical assistance on distribution networks. The council is composed of
firms involved in international shipping that support promoting the
Netherlands as a distribution center and gateway to Europe. For more
details contact: Holland International Distribution Council, P.O. Box 11674,
2502 AR The Hague.
Inwards and Outwards Processing
Inwards processing is the temporary importation of raw material or products
for additional manufacture or processing. Merchandise imported for
additional processing and eventual reexport out of the EC is eligible for
The reexported goods may be partly or totally processed. The import duty and
taxes are levied only on those goods that are not reexported and are finally
sold in the EC.
To qualify for inwards processing, a Dutch (or EC) firm must satisfy customs
that it is necessary to use imported goods instead of EC goods; state an
intention to export products manufactured from the imported goods (or
equivalent goods available in the EC); and assure that, upon reexportation,
the conditions set forth in the authorization are satisfied, the exported
products are accounted for, and the entered goods are identifiable and
relate to specific importations.
In outwards processing, a Dutch firm may export goods for further
manufacture or processing from the EC customs area and then reimport the
final product. Duties and taxes are levied on the increased value added by
the expatriate manufacturing or processing when the goods are returned to
the Netherlands, not to the total value of the product. Only firms located
in the Netherlands or another EC country are eligible to take advantage of
this option, and they should first gain approval of the Dutch Customs
Samples and Advertising Materials
The Netherlands participates in the International Convention to Facilitate
the Importation of Commercial Samples and Advertising Materials. Samples of
negligible value imported to promote sales are accorded duty-free and
tax-free treatment. Prior authorization is not required. To determine
whether the samples are of negligible value, their value is compared with a
commercial shipment of the same product. Granting of duty-free status may
require that the samples be rendered useless for future sale by marking,
perforating, cutting, or other means.
Imported samples of commercial value may be granted a temporary entry and
exemption from custom charges. However, a bond or cash deposit may be
required as security that the goods will be removed from the country. This
security is the duty and tax normally levied plus 10 percent. Samples may
remain in the country for up to 1 year. They are not permitted to be sold,
put to their normal use (except for demonstration purposes), or utilized in
any manner for remuneration. Goods imported as samples may be imported only
in quantities constituting a sample according to normal commercial usage.
As a result of various customs agreements, simplified procedures are
available to U.S. business and professional people for the temporary
importation of commercial samples and professional equipment. A carnet is a
customs document that facilitates customs clearance for temporary imports of
samples or equipment. With the carnet, goods may be imported without the
payment of duty, tax, or additional security. The carnet also usually saves
time since formalities are all arranged before leaving the United States.
A carnet is usually valid for 1 year from the date of issuance. The cost
ranges from $120 to $250. A bond or cash deposit of 40 percent of the value
of the goods covered by the carnet is also required. This will be forfeited
in the event the products are not reexported and duties and taxes are not
Carnets are sold in the United States by the U.S. Council for International
Business at the following locations: 1212 Avenue of the Americas, New York,
NY 10036, (212) 354-4480; 3345 Wilshire Boulevard, Los Angeles, CA 90010,
(213) 386-0767; and 1930 Thoreau Drive, #101, Schaumburg, IL 60173.
Advance Rulings from Dutch Customs
Prior to signing a long-term contract or sending a shipment of considerable
value, it may be prudent for a U.S. exporter to first obtain an official
ruling on the customs classification, duty rate, and taxes. Such requests
should be sent to: Ministry of Finance, Director of Customs, Korte Voorhout
7, The Hague. The request should describe the product, the material it is
made from, and other details needed by customs authorities to classify the
product correctly. While customs will not provide a binding decision, the
advance ruling usually will be accepted if the goods are found to correspond
exactly to the sample of description provided.
The value-added tax, most frequently called by its acronym VAT, is charged
on the sale of goods and services within the country. Unlike the customs
duty, which is the same for all EC member countries, the VAT is established
by the tax authorities of each country and differs from country to country.
At each stage of the manufacturing and distribution chain, the seller adds
the appropriate amount of VAT (tax on the amount of value that the seller
added to the product, plus the amount of VAT passed on to the seller by the
supplier) to the sales price. The tax is always quoted separately on the
invoice. The firm periodically subtracts the VAT paid on its purchases of
goods and services from the VAT collected on sales and remits the balance to
the government. This process repeats itself at each stage until the product
is sold to the final consumer, who bears the full burden of the tax. The box
below is a summary of the Dutch VAT rates.
exempted rate applies to exports
6 percent rate applies to such necessities of life as food, medicines, and
18.5 percent rate is the general or standard rate and applies to most
For imports into the Netherlands, the VAT is levied at the same rate as for
domestic products or transactions. The base on which the VAT is charged on
imports is the c.i.f. value at the port of entry, plus any duty, excise
taxes, levies, or other charges (excluding the VAT) collected by customs at
the time of importation. This total represents the transaction value of the
import when it clears customs. The importer is liable for payment of customs
duties, VAT, and any other charges at the time of clearing the goods through
customs. Exports from the Netherlands are exempt from VAT since they are not
consumed in the country, but will be subject to any tax imposed in the
country of destination. Temporary imports that will be reexported are not
subject to the VAT. The importer may have to post a temporary bond for the
amount of customs duty and taxes as security which will be canceled when the
goods are taken out of the country.
The EC is seeking to harmonize the range of VAT rates among the 12 EC member
nations. The EC Council has adopted guidelines for converging the VAT rates
over an extended transitional period such as seeking to establish a minimum
VAT rate for most products, lifting border tax controls, and defining which
products will be allowed an exempted or zero VAT rate. Each country will
still retain the collection and enforcement authority that currently exists.
Excise taxes are levied on a small number of products such as soft drinks,
wine, beer, spirits, tobacco, sugar, and petroleum products. For imports,
the excise tax is paid by the importer and is in addition to any customs
duty or VAT. The EC plans to harmonize excise taxes and create the single
Shipments to the Netherlands require one copy each of the bill of lading (or
air waybill) and the commercial invoice for customs clearance. There are no
consular requirements, but certificates of origin may be required as set out
U.S. Customs also requires two copies of the U.S. Shipper's Export
Declaration (U.S. Department of Commerce Form 7525V) for goods valued at
$1,500 or more. A declaration form must be completed for all shipments by
regular mail or parcel post valued at $500 or more. The form must include
the harmonized commodity number of the exported product as well as the
weight stated in metric units. When sending goods through the mail, the
exporter should inquire at the post office as to the proper documentation
needed for mail shipments. For additional information or assistance on
export documentation, readers should consult publications such as the
Exporter's Encyclopaedia, published by Dun's Marketing Services or contact a
local U.S. Department of Commerce International Trade Administration
Although no special format is prescribed for the commercial invoice, it is
advisable to include the following: date and place of shipment; name (firm's
name) and address of the seller and buyer; method of shipment; number,
markings of the packages, and their numerical order; description of the
goods using the usual commercial description according to kind, quality,
grade, and the weight (gross and net, in metric units), along with any
factors increasing or decreasing the value; agreed price of goods; unit
cost; total cost f.o.b. factory plus shipping; insurance charges; delivery
and payment terms; and the signature of a responsible official of the
shipper's firm. Bills of lading should bear the name of the party to be
notified. The consignee needs the original bill of lading to take possession
of the goods.
Certificates of origin are required for a small number of goods such as
textile products. The need for a certificate of origin should be ascertained
directly from the importer or from the appropriate customs authority.
Letter-of-credit terms may stipulate that a certificate of origin be
provided. Customs authorities accept certificates of origin issued by
authorized local U.S. chambers of commerce or boards of trade.
Marketing and Labeling
With only minor exceptions, there are no general requirements for marking
imported goods with the country of origin. Requirements for specific
products should be obtained from the importer. The import, export, or
transit of non-Dutch goods having markings which would lead one to believe
that the goods are of Dutch manufacture or origin is prohibited.
There are no regulations for the marking of shipping packages. Good shipping
practice dictates that packages should bear the consignee's mark and be
numbered unless the shipment is such that the content of the packages can be
readily identified without numbers.
Hallmarking of gold and silver articles is required before they can be
offered for sale. Only small tolerances are allowable for manufacturing
errors. The hallmarking may done by a Netherlands hallmarking office after
Imports of certain commodities, including numerous foodstuffs, are subject
to special regulations regarding the manner in which they must be labeled to
show manufacturer, composition, content (in metric units), and country of
origin. In view of the complexity of these regulations and changing
requirements, information should be requested from the importer prior to
shipment. When the services of an importer are not available, information
can be obtained directly from the appropriate Dutch authority listed at the
end of this publication. For agricultural and food products, the U.S.
exporter should contact the U.S. Department of Agriculture for marketing and
labeling information and exporting assistance.
Only a small number of goods of U.S. origin require import licenses, mostly
agricultural and food items. Other items subject to import licensing
requirements include coal and lignite fuel, a few specified base metal
products, various apparel and textile products, and controlled items such as
arms and munitions. Licenses are generally rapidly granted for goods of U.S.
Licenses are not transferable. They may be used to cover several shipments
within the total quantity authorized. In general, the goods involved are
indicated on the license by the Harmonized System classification number and
the corresponding wording of the tariff position.
The metric system is the key measurement system in international trade; the
United States is the only major nation where it is not in full use. The 1988
Trade Act states that the metric system is the preferred system for weights
and measures. American firms can be at a serious disadvantage in world
markets since overseas buyers are reluctant to accept nonstandard
(nonmetric) products since replacement parts and tools are less available
and serious safety risks could result by mixing metric and nonmetric parts.
As a member of the EC, the Netherlands applies the product standards and
certification approval process developed by the Community. The Netherlands
by the 1958 Treaty of Rome to incorporate in its national laws the EC
With the development of a single product standard, U.S. exporters may find
that it is easier to comply with one EC-wide standard rather than having to
meet several individual national standards when exporting to Europe.
European Community Standards
As part of the 1992 program, key product areas will be regulated at the
Community level for conformance to mandatory requirements to protect the
health and safety of consumers, as well as the environment. To indicate this
conformance to the mandatory requirements, a CE mark must be placed on all
regulated products by the manufacturer or a representative before they can
be sold on the EC market. The applicable product testing and certification
requirements for individual product categories are specified in the various
EC directives. The CE mark relates only to the mandatory health, safety, and
environmental requirements established by the EC; it does not indicate
conformity to European product standards. Thus, national marks of conformity
with product standards remain compatible with the CE mark and both may be
applied to the product. It should be noted, however, that the CE mark does
replace all national safety marks for the regulated products.
The EC Commission has released The Global Approach to Certification and
Testing, a document that recommended harmonized testing and certification
procedures within the Community. These proposals included establishing a
"modular" system for demonstrating product compliance. Under this system,
methods of demonstrating product conformity range from having the
manufacturer self-certify the product to having a private testing company
type-approve the product and provide market surveillance, depending on the
probability and type of product risk. As standards and certification
requirements are important in international trade, it is expected that more
U.S. testing laboratories will be able to certify that products comply with
Assistance on Standards
U.S. firms exporting to Europe are confronted with both national and EC
product standards. Further, these regulations occasionally change to meet
new technology and more stringent demands. Exporters can stay fully informed
on the latest EC technical standards activities by contacting the National
Institute of Standards and
Technology (NIST). A part of the U.S. Department of Commerce, NIST offers
industry an in-depth reference system on EC standards information gathered
from the two European standards bodies tasked to write the EC 1992
norms--the European Committee for Standards (CEN) and the European Committee
for Electrotechnical Standardization (CENELEC).
NIST also can provide updated information from the EC which will elaborate
on directives and provide assistance in identifying EC and member state
standards and regulations. For more information, contact NIST at (301)
Also, the Single Internal Market Service, International Trade
Administration, Room 3036, U.S. Department of Commerce, Washington, DC
20230, publishes regular updates on the status of the EC 1992 directives. To
obtain copies of directives, amendments, and published updates, or to obtain
a complete list of directives that could affect product sales to the
Netherlands or another EC country, call (202) 377-5276. Copies are available
at a nominal fee.
Other valuable sources of information with regard to foreign standards
include the American National Standards Institute, 1430 Broadway, New York,
NY 10018, (212) 354-3300, the Department of Commerce's National Technical
Information Service, Springfield, VA 22161, (703) 557-4733, as well as
various trade associations that follow international activities for their
The European Electrical Standards Committee (CENELEC), a private
organization, administers an agreement on harmonized standards and testing
for electronic components. CENELEC sets technical specifications for
components and provides that a certification of quality issued by an
authorized institution in any member country will be recognized in the other
participating nations with no additional testing required.
Electrical current in the Netherlands is provided at an alternating current
of 50 cycles, 1 and 3 phase. The voltage is 220/380 with 3 and 4 wires.
Service interruptions are rare and the frequency of the current is stable.
The electrical plug is the standard plug B.
Weights and Measures
The Netherlands uses the metric system of weights and measures called the
International System of Units (SI). The European Community has established
standardized packaging units for numerous products which should be consulted
by U.S. exporters. Labeling must be in metric
units for all imported products to be commercialized in the Netherlands.
Products are allowed to be imported and then labeled in SI metric units
prior to sale. Dual labeling information is permitted, but the nonmetric
information must not predominate. The U.S. exporter would be well advised to
first check with the Dutch importer to ensure that the package size and
labeling complies with all requirements prior to shipment.
Detailed information on the European Community's metric and packaging
requirements may be obtained from: Office of European Community Affairs,
Room 3036, U.S. Department of Commerce, Washington, DC 20230, (202) 377-2905.
U.S. Export Controls
For the purpose of national security, foreign policy, or short supply
considerations, the United States controls the export of goods and
technology with two broad categories of export licenses--general and
validated. The vast majority of U.S. exports are shipped abroad under
general licenses with no formal application required. To determine what kind
of export license is required, exporters should consult the Export
Administration's regulations for complete details or obtain assistance from
the local U.S. Department of Commerce district office.
As an overview, the first step in the export licensing process is to
determine whether a product requires a general or validated license.
Determine what is being exported, the destination of the product, its
end-use, and the organization that will be using the product. Check the
schedule of "Country Groups" listed in the Export Administration regulations
to determine the destination category; check the "Commodity Control List" to
determine if the product requires a validated license for shipment to that
particular country; and determine if any special restrictions are in effect.
If the product is not on the control list, then it can be exported under a
general license. The U.S. exporter simply completes the U.S. Shippers Export
Declaration, Form 7525-V, providing details of the shipment; includes a
commercial invoice; and exports the goods. If the product is on the control
list, a validated license is needed. An application must be made and an
export license granted. As a general rule, an exporter will need a validated
license (1) if the products are controlled or in short supply regardless of
the country of destination; (2) for any commodity to a destination with
foreign policy concerns; or (3) for unpublished technical data to certain
special licenses are also issued to cover large projects or repeated sales
through a foreign distributor.
For assistance in determining what type of license is needed and to initiate
the processing of an application, contact your local Department of Commerce
district office or the Bureau of Export Administration, Office of Export
Assistance, Room H-1099D, U.S. Department of Commerce, Washington, DC 20230,
Registration of Patents, Trademarks, and Designs
The Netherlands has legislation for the protection of patents, trademarks,
and industrial designs. It is a member of the Paris Union, which adheres to
the International Convention for the Protection of Industrial Property.
Detailed information and applications for patents, registration of
trademarks, and for design protection should be obtained from: Patents
Council, Octrooiraad, Patentlaan 3, 2288 EE Rijswijk (ZH).
European Patent Convention
The Netherlands is a signatory to the European Patent Convention, which
provides for a centralized European-wide patent protection system. The
European Patents Act of 1977 provides increased legal protection, a patents
court, and guidelines for compensation of an inventor.
The European Patent Convention has simplified the process for obtaining
patent protection in the EC member states. Under the European Convention, an
applicant for a patent is granted a preexamined 15-year, nonrenewable
European patent that has the effect of a national patent in all 16 countries
that are signatories of the convention, based on a single application to the
European Patent Office. This procedure should expedite the granting of
patents. However, infringement proceedings remain within the jurisdiction of
the national courts, which could result in some divergent interpretations.
For information, write to the European Patent Office, Motorama-Haus,
Rosenheimer Strasse 30, Munich, Germany.
Both the Netherlands and the United States are signatories of the Universal
Copyright Convention, which provides for mutual copyright protection. The
Netherlands is also a member of the Berne Convention, which forms the
International Union for the Protection of Literary and Artistic Works.
The Dutch Government actively promotes American and other foreign
investment. Economic policies are designed to foster a climate conducive to
business and economic development and to attract foreign investment that
will expand employment opportunities.
The U.S. & Foreign Commercial Service in The Hague has prepared an
Investment Climate Statement for American firms seeking to invest. The
report covers topics of interest to potential investors and reviews
barriers, repatriation of funds, and ease of establishment of operations.
Prospective investors should contact the Netherlands Desk Officer at (202)
377-5401 for a copy of this report.
There are no restrictions on foreign ownership of firms nor any threat of
nationalization. American investors are provided national treatment in all
respects, including grants and assistance. The government is stable and has
a long-standing policy of attracting business. Dutch Customs is efficient
and shipments are cleared with a minimum of delay.
Investment incentives range from nonfinancial aspects to specific and
detailed tax breaks. These incentives are provided on a case-by-case basis
and should be discussed with the local Dutch authorities involved in plant
location. Financial incentives may include a reduced tax rate to free grants
to assist in employee training, as well as capital loans. Low-cost
facilities (industrial estates) are immediately available for rent or sale.
Funds may be easily repatriated and foreign executives receive favorable tax
U.S. Investment in the Netherlands
U.S. direct investment in the Netherlands at the end of 1990 was $17 billion
and accounted for nearly half of all foreign investment. Most U.S.
investments are in the chemical, metalworking, and engineering industries
and in other technologically advanced and export-oriented sectors.
There are approximately 1,200 U.S. companies in the Netherlands which are
primarily taking advantage of a Dutch manufacturing location for export to
the European market.
Legislation Governing Investment
The establishment of a business enterprise in the Netherlands is as simple
as setting up one in the United States. Firms must register with the local
and tax authorities. A foreign investor has the same rights and obligations
as a Dutch firm. For certain business sectors, such as broadcasting, the
government is empowered to screen applications for new investments.
Dutch municipal authorities have established various codes and regulations
for the location and construction of industrial enterprises. Compliance with
local zoning and construction regulations is mandatory. Firms are required
to maintain complete business accounts and records, with simplified
procedures permitted for small firms. Accounting books must be on the double
The European Community has promulgated a number of business directives which
have been implemented by the Netherlands in national law. One directive
applies to limited liability companies and specifies accounting procedures,
audits, and annual reporting requirements.
Foreign Exchange Regulations
Capital and profits of American firms may be repatriated with little
restriction on currency exchange for business activities. Responsibility for
exchange control is held by the Central Bank but much of the enforcement
activity has been delegated to commercial banks authorized for this purpose.
The Netherlands participates with Belgium, Denmark, France, Germany,
Ireland, Italy, and Luxembourg in the European Monetary System (EMS). The
EMS provides for stable exchange rates among the participants in order to
promote a steady flow of trade and reduce speculation in exchange rates.
Under the EMS agreement, the Dutch maintain a spot exchange rate between the
guilder and currencies of the other participants within a stated trading
range (plus or minus 2.25 percent for most currencies) expressed in European
Currency Units (ECUs). Rates for currencies not participating in the EMS,
such as the U.S. dollar, are established on the market. (Check the financial
pages of the
daily newspaper for foreign exchange rates.) The forward exchange market is
regulated to permit coverage of import and export of goods and services.
Entry and Repatriation of Capital
The Central Bank screens and approves all foreign investment. Remittance of
dividends and profits and the repatriation of capital must also have prior
Central Bank approval, but this is mainly a formality. Royalty agreements
between resident and nonresident companies must be approved by the Central
Bank. These approvals are routinely granted and serve more as a monitoring
function than as a method of capital control.
Dutch laws are very liberal toward trade and industry. There are no general
prohibitions against the acquisition of majority holdings by foreign
interests in Dutch companies or against foreign ownership of either business
entities or real property. Moreover, there are no nationality requirements
for directors or shareholders in Dutch commercial entities.
Types of Business Organizations
The business form most widely employed, and usually of greatest interest to
American executives, are the private limited companies. Other forms of
business organizations will also be familiar to an American firm seeking to
establish in the Netherlands. Firms interested in starting a business in the
Netherlands should obtain legal advise and make detailed inquiries on the
current law and commercial requirements.
All companies must comply with administrative and commercial regulations.
All business organizations are also required by law to keep books and
prepare yearly balance sheets. Records of business operations must be
maintained for at least 10 years. Organizations must register for tax
purposes (such as income tax and VAT) and with the Social Security Office.
All business organizations, as well as individuals who are in business for
themselves, are required to register in the Commercial Trade Register
(Handelsregister) kept by the local chamber of commerce. Registration is
also required for appointment of agents who are authorized to conclude
agreements on behalf of foreign principals. The register is maintained by
the local chambers of commerce and is open to public inspection. An annual
fee is charged for registration.
The information required for the register varies with the type of
organization but usually includes: firm's name, purpose, trade name, the
firm's constitution, shareholders' names and addresses, number of shares and
paid up capital, the name address and nationality of each supervisory and
managing director or partner, and limits of authority to bind the
The Dutch commercial code recognizes the following major types of business
organizations (Dutch name given in parenthesis):
General partnership (Vennootschap onder firma)
Limited partnership (Commanditaire Vennootschap)
Civil partnership (Maatschap)
Corporation (Naamloze Vennootschap, abbreviated NV)
Private Company (Besloten Vennootschap met beperkte aansprakelijkheid,
The most common types of business organizations are the private firm or
partnership for the smaller enterprise and the public corporation (NV) or
private corporation (BV) for larger enterprise. Firms in which sizable
amounts of capital are to be infused will usually find the NV or BV best
suited for their use.
Proprietorship (Eenmanszaak) -- This is an unincorporated business owned by
one person who receives the profits and incurs the liabilities personally.
The business is considered as part of the owner's total assets and
liabilities for legal and tax purposes.
General Partnership (Vennootschap onder firma) -- In a general partnership,
the individuals operate a business under a common name. The partners are
the owners and managers of the firm and have unlimited liability. They are
jointly and severally liable for any obligations of the firm. There are no
requirements regarding capital or nationality of the partners who may be
individuals or commercial entities. Transfer of an interest in the
partnership must be approved by the other partners. Upon retirement or
leaving the partnership, the partner remains responsible for any liabilities
incurred by the firm before retirement or departure. A written partnership
agreement is required by law with the rights and duties of the partners
Limited Partnership (Commanditaire Vennootschap) -- A limited partnership is
similar to a general partnership except it has two kinds of partners: one
or more general
partners who are unconditionally liable for all the firm's activities and
one or more limited partners who are not active in management of the firms
and whose liability is limited to their capital contribution. A limited
partner's name may not appear in the firm's name unless previously a general
partner. A limited partner who does not conform to these conditions will be
considered a general partner with full liability.
Limited Partnership with Shares (Commanditaire Vennootschap op Aandelen) is
similar to the limited partnership except that the interests of the limited
partners are represented by transferable shares.
Civil Partnership (Maatschap) -- This is a special type of partnership
formed under and governed by civil law rather than commercial law. The
maatschap is used mainly in the professions and is a relatively unimportant
type of business organization in the commercial field. Because of the
personal nature of a maatschap, special provisions cover the rights and
duties of the partners. For example, the partners are liable only for debts
that they incur themselves and for a proportional share of the liabilities
(and assets) that the partnership incurs. They have responsibility for
individual debts and a pro rata liability for the partnership debts. The
civil partnership is useful for nonprofessionals who want a silent
partnership arrangement. The maatschap is not required to be registered with
the Register of Companies.
Cooperative (Cooperatie) -- The cooperative is a special type of entity
formed to represent the collective interests of its membership, such as
buying or selling, rather than primarily an establishment to make profits
for investors. This type of association permits the free entry and exit of
its members from the cooperative society. The organization's name must
include the word cooperative (cooperatief) and must give a general
indication of its purpose such as a consumer, dairy, or insurance
cooperative. The cooperative name must also include the degree of liability
its members are exposed to: WA, unlimited; BA, limited; or UA, no liability.
Corporation (Naamloze Vennootschap or NV) -- The advantages of being a
corporation (NV) in the Netherlands include the limited liability for
shareholders, entering into contracts, ability to sue (and be sued), and
transferability of shares.
There are several steps to form a NV: (1) executation of the articles of
incorporation before a notary by at least two of the company's founders, (2)
the submission of notarized
articles to the Netherlands' Ministry of Justice for review for legal
compliance, (3) publication of the articles and the ministry declaration in
the Official Gazette (Nederlandse Staatscourant), and (4) registration of
the NV with the local chamber of commerce.
The articles of incorporation must be in Dutch and be executed before, and
registered by, a notary. The name and location of the principal
administrative office and purpose of the company must be provided. The
amount of capital, number of shares owned by each of the founders must also
be indicated. The first board of directors, if there is to be one, is
included in the articles with later appointments to the board made at the
general stockholders' meeting.
Included in the articles of incorporation must be information on any special
agreements that will obligate the company being set up in the future. Such
expressed or tacit agreements may relate to acquisition of shares on a
preferential basis or assuring the founder of a profit or payment. After the
company has been established, management can enter into such agreements only
if it has explicit authority in the articles of incorporation.
The name of the corporation must begin or end with Naamloze Vennootschap or
its abbreviation NV, which is the more common practice. The firm's name
should either be in Dutch, or if in another language, include some
additional name such as Nederland, Holland, or the place of establishment of
the company. Any business name previously in legal use by another company,
or one that may cause confusion between two firms, may not be used.
The principal administrative office of a Dutch company or foreign subsidiary
must be in the Netherlands if it is to have Dutch nationality. Transfer
abroad of the principal administrative office deprives the company of Dutch
nationality. Where the activities of the company are actually conducted is
of no relevance in establishing nationality if the company's principal
administrative office is in the Netherlands.
The NV, whether domestically or foreign owned, may raise capital by public
or private issue of shares in the Netherlands. The typical NV has three
separate and distinct authorities: the stockholders, board of directors, and
managing board. Responsibilities among these three bodies are governed by
the commercial code and the articles of incorporation. The stockholders, as
owners of the firm, exercise authority at the general shareholders meeting.
Each shareholder has voting rights proportional to the
stocks held. The board of directors is charged by the general meeting of
shareholders with supervision of the management of the firm. The managing
board is entrusted with managing the affairs of the firm, administering to
the business activity, care of the property and other assets, and
representing the interests of the shareholders and the firm.
Private Company (Besloten Vennootschap met beperkte aansprakelijkheid or BV)
-- The private company or BV is the most common from of business
organization in the Netherlands. This form of organization is similar to the
NV, but has a more closed character as shown by differences in the legal
provisions concerning shares and lack of regulations requiring disclosure of
The shares of a BV must be registered, but cannot be sold on the stock
market or offered for public subscription. Usually the BV bylaws are written
to restrict the transfer of shares. For example, a shareholder may transfer
shares only to a very limited category of relatives without the prior
approval of the company oversight board established for that purpose without
first offering the shares to other existing shareholders. The most important
advantage of a BV is the lack of a requirement to publish financial reports
as a NV must do. However, firms in the insurance or banking sector that
have issued bearer bonds or certificates and that have its shares or bonds
listed on the stock exchange must file financial reports.
European Economic Interest Group (EEIG) -- Since the formation of the
European Community, cross-border business activity has been increasing. The
European Economic Interest Group (EEIG) is a legal arrangement developed by
the EC to encourage this pan-European trade. An EEIG must have a minimum of
two member firms that maintain head offices or main activities in different
EC member countries. An individual, a company, or other organization
established in the EC may be a member or an EEIG. This would be advantageous
for an activity that would be too costly or risky for one firm to undertake,
but becomes profitable if carried out with other firms.
Branch versus Subsidiary -- To undertake market development, some firms
prefer to establish a branch or subsidiary in the Netherlands. A branch is
easy to establish and the firm can employ its own sales force rather than
rely on agents or distributors. A branch must be enrolled with the Register
of Companies and file information about the branch and foreign parent. The
main drawback with a branch is that the parent firm has unlimited liability
for the Dutch branch operations.
A subsidiary is also easily set up. Liability extends only to the amount of
the issued shares for the subsidiary. An American firm usually elects to
establish a subsidiary rather than a branch.
OVERVIEW OF TAXES
The information in this section is subject to change and is designed to
provide general information and assistance regarding taxes. American firms
should obtain professional assistance prior to making a commitment that
applies to a specific case which could have a tax impact.
The Dutch apply taxes on resident and nonresident individuals. Income tax
rates are fixed annually. For 1991, the top rate was 60 percent of taxable
income for individuals on amounts above Dfl. 85,930. On the combined income
and net worth taxes, the maximum rate was 80 percent for individuals.
While Dutch residents are liable to taxes on all of their worldwide income,
nonresidents are taxed only on that part of their income earned in the
Netherlands. Individuals that reside in the Netherlands and work for a
foreign company without becoming residents are subject to taxation on a
remittance basis only. To avoid a problem of double taxation, the Dutch have
concluded a number of treaties with other countries, including the United
To attract foreign firms, the Dutch provide a 35 percent tax concession for
foreign employees. This conession is designed to allow for the additional
financial costs of a temporary assignment in the Netherlands. The Dutch have
a system of payroll witholding by the employer.
As of 1991, the corporate tax rate was 40 percent of the first 250,000 Dutch
guilders ( ) in taxable income and 35 percent on amounts over that sum.
Pay levels and other conditions of employment are agreed on through
collective bargaining between employers and
employees. Some areas, such as working hours, safety, and holidays, are
defined by law.
Worker Advisory Councils
The appointment of workers on the corporate board or establishment of joint
employer/worker councils, as found in some other European countries, is
common in the Netherlands and is a matter of negotiation between management
and the union. Such councils are found in larger firms and are considered in
terms of a forum or means of communication. Dutch legislation provides for
worker participation on the boards.
Business hours for most banks and offices are from 9:00 a.m. to 5:00 p.m.
Stores and shops are open from 9:00 a.m. to 6:00 p.m. with many open until
9:00 p.m. at least one night a week. Stores are closed on Sunday.
The Dutch comply with EC directives on employment by adopting the directives
into national legislation. Equal pay legislation requires that a female be
paid the same rate as a male for doing similar work and that employers do
not discriminate based on sex or marital status.
Work permits are not required for EC nationals, but are required for
nationals of other nations, including the United States. Persons going to
the Netherlands to take up employment are urged to have a position
established and a work permit already issued. Dutch firms interested in
employing a worker from a non-EC country must make the application to the
Ministry of Economic Affairs, Bezuidenhoutseweg 73, Postbus 20401, 2500 EK
GUIDANCE FOR BUSINESS TRAVELERS
There is solid sales potential for U.S. goods and services in the Dutch
market. It is a highly competitive market and the U.S. exporter must keep
certain factors in mind to achieve maximum success. The "golden keys" of
customary business courtesy, especially replying promptly to requests for
price quotations and to orders, are a prerequisite for exporting success. In
general, European business executives
are more conservative than their American counterparts; therefore, it is
best to refrain from using first names until a firm relationship has been
formed. Friendship and mutual trust are highly valued, and once an American
has earned this trust a productive working relationship can usually be
Dutch buyers appreciate quality and service and are also interested in
delivered price. Care must be taken to assure that delivery dates will be
closely maintained and that after-sales service will be promptly honored.
The Dutch, and Europeans in general, are concerned that after placing an
order with an American supplier, the delivery date will not be honored.
While there are numerous factors that may interfere with prompt shipment,
the U.S. exporter must allow for additional shipping time and keep in close
contact with the buyer. Meeting delivery schedules is of prime importance.
It is much better to quote a later delivery date that can be guaranteed than
promise an earlier delivery that is not completely certain.
U.S. exporters should maintain close liaison with distributors and customers
to exchange information and ideas. In most instances, mail, fax, or
telephone communication is sufficient, but the understanding developed
through periodic personal visits is the best way to keep distributors
apprised of new developments and to resolve problems quickly. Prompt
acknowledgement of correspondence by air mail or fax is recommended.
Further, U.S. exporters should seriously consider warehousing in the
Netherlands for speedy supply and service of their European customers. A
vigorous and sustained promotion is often needed to launch products because
of buying habits. Products must be adapted to both technical requirements
and to consumer preferences. It is not sufficient to merely label a product
in conformity to national requirements for the development of the full
market potential. Consumers must also be attracted to the product by the
label and packaging as well as ease of use.
English usually can be used in commercial correspondence. However, not all
Dutch understand English and for retail products it is essential to provide
advertising, labeling, and use instructions in Dutch. If such literature
cannot be provided, work with the Dutch importer or distributor to have the
products labeled in the Netherlands.
While language barriers pose no problems, some expressions and terms may
have different meanings from
those in the United States. To assure better understanding, it is well to
define unfamiliar terms in commercial activities. By reference and the use
of INCOTERMS in an agreement, both parties will be using the established
international set of commercial terms which helps to reduce possible
misunderstandings and promotes fair dealing. See "Quotations and Payment
Passport and Visas
Every U.S. traveler must have a valid passport. No visa is required of U.S.
citizens visiting the Netherlands for less than 3 months, but one is
required for longer periods. An American citizen entering the Netherlands
for permanent residence must register as soon as possible after entering the
country. U.S. citizens planning to work in the country must first obtain a
work permit. The permit is to be presented to immigration upon arrival. Such
permits must be obtained by the Dutch employer and are usually granted only
for specialized work. Management and skilled workers have no difficulty in
obtaining work permits.
With the ease of telephone communications, international calls are
frequently the best method of arranging appointments and maintaining solid
commercial relations. The Dutch are usually adept at handling business calls
in English, but you must be prepared to expect some language problems. The
time zone for the Netherlands is Greenwich mean time +1 or 6 hours ahead of
the U.S. eastern standard time (EST + 6 hours). Fax machines have increased
the speed and ease of international communications and should be used to
maintain strong business ties.
Medical services are excellent and hospitals compare with those in the
United States. Common medical needs are readily obtained, and special
supplies are normally available on short notice. An international
certificate of vaccination is not required for travelers from the United
States. Drinking water is excellent, most pharmaceuticals are available, and
sanitation is at American standards.
Rental automobiles are available at numerous locations. An international or
state driving license is acceptable.
Tipping is as appropriate in the Netherlands as it is in the United States.
Generally, for cabdrivers and waiters, 15 percent is the norm.
The electric current is alternating current, 50 cycle, 220 volts. American
appliances, such as electric shavers or hair
dryers, do not work and will be damaged if used without a converter.
Conservative business attire is recommended at all times. Business
appointments are also required and visitors are expected to be punctual.
European Dates and Numbers
In the Netherlands, as in the rest of Europe, dates are usually written in
the sequence of day, month, and year. As an example, the Queen's Birthday
(Koninginnedag) on April 30 is a national holiday and is usually found in
written correspondence as 30 April 1993 or 17.3.1993. For currency or other
numerical quantities, the Dutch use commas to markoff the decimal point
(period) and use commas to denote the decimal amounts -- for example,
The basic monetary unit is the Dutch guilder or florein (usually indicated
as Dfl, Nfl, or as ). The guilder is issued in paper notes of 1,000, 250,
100, 50, 25, and 10. Coins are issued in units of 5, 2.50, 1, 25-, 10-,
The value of the guilder changes with respect to the U.S. dollar. Check the
financial section of the daily newspaper for the current exchange rate. The
average exchange rates for US$ are: 1984, 3.21; 1985, 3.32; 1986, 2.45;
1987, 2.03; 1988, 1.98; 1989, 2.12; 1990, 1.82; and for 1991, 1.79.
U.S. credit cards are usually accepted with proper identification such as a
passport. Travelers checks are accepted, but visitors should inquire on the
policy of the bank, hotel, or store before seeking to cash a personal check.
In view of the large number of travelers visiting the Netherlands for
business and pleasure, all travelers are advised to make their hotel
reservations in advance, especially during the busy summer months in order
to assure the needed accommodations.
The following dates, in box below, are the official statutory holidays when
most commercial offices and banks are
closed. Certain other days are celebrated as holidays within local
jurisdictions. American holidays are observed by the U.S. Embassy and should
be considered when telephoning or visiting the U.S. and Foreign Commercial
Service staff there.
New Year's Day January 1
Good Friday Variable
Easter Monday Variable
Queen's Birthday April 30
Liberation Day May 5
Ascension Day May 28
Whit Monday (Pinksteren) June 7
Christmas Day December 25
Second Christmas Day December 26
SOURCES OF INFORMATION
Simon Bensimon--Netherlands Desk Officer
(Acts as consultant to assist American firms with developing export
U.S. Department of Commerce
14th Street and Constitution Avenue, NW
Washington, DC 20230
Tel (202) 377-5401
Michael J. Hagedus
Senior Commercial Officer
American Embassy The Hague
APO AE 09715
Tel 011-31-70 310-9417
Fax 011-31-70 363-2985
American Consulate General Amsterdam
APO AE 09715
Tel 011-31-20 664-8111
Fax 011-31-20 675-2856
Office of European Community Affairs
(Duty rates and 1992 information)
U.S. Department of Commerce
Washington, DC 20230
Tel (202) 377-2905 and 377-5279
U.S. and Foreign Commercial Service (US&FCS)
U.S. Department of Commerce
(International Trade Administration offices located in major cities, consult
Bureau of Export Administration
(Export licensing information)
U.S. Department of Commerce
Washington, DC 20230
Tel (202) 377-4811
Standards Information Service
National Institute of Standards and Technology
Building 101, A629
Gaithersburg, MD 20899
Tel (301) 975-4040
Seafood Inspection and Marketing
National Marine Fisheries Service/NOAA
1335 East-West Highway
Silver Spring, MD 20910
Tel (301) 427-2379
U.S. Small Business Administration
Office of International Trade
1441 L Street, NW, Room 501-A
Washington, DC 20416
Tel (202) 653-7794
U.S. Department of Agriculture
Foreign Agricultural Service
Washington, DC 20228
(Duties/quotas on agricultural goods: Tel (202) 447-2423)
(Food regulations and labeling: Tel (202) 447-2144)
(Trade issues and markets: Tel (202) 447-2144)
U.S Census Bureau
(Publishes a wide variety of trade statistics. Check local municipal or
university library for details.)
Suitland, MD 20233
(Shipper's Export Declarations:
Tel: (301) 763-5310)
(Trade data: Tel (301) 763-5140)
U.S. Department of State
Netherlands Desk Officer
Northern European Division
Washington, DC 20232
Tel (202) 647-6071
U.S. Department of Treasury
Western European Office
15th Street and Pennsylvania Avenue, NW
Washington, DC 20230
Tel (202) 566-2009
U.S. Department of Labor
(Labor reports and statistics)
Bureau of Labor Statistics
200 Constitution Avenue, NW
Washington, DC 20232
Tel (202) 523-1221
Export-Import Bank of the United States
811 Vermont Avenue, NW
Washington, DC 20571
Tel (202) 566-8990
American National Standards Institute
New York, NY 10018
Tel (212) 642-4900
American Chamber of Commerce
in the Netherlands
2517 KJ The Hague
Tel 011-31-70 365-9808
U.S. International Chamber of Commerce
156 Fifth Avenue
New York, NY 10010
Tel (212) 206-1150
Netherlands Chamber of Commerce
in the United States
New York, NY 10006-2503
Tel (212) 248-0008
U.S. Chambers of Commerce
(For certificates of origin, contact your local office)
European Community Information Service
2100 M Street, NW
Washington, DC 20037
Tel (202) 862-9500
Foreign Credit Insurance Association
40 Rector Street
New York, NY 10006
Tel (212) 306-5000
U.S. Council for International Business
(Carnets to simplify Dutch customs clearance with business samples)
1212 Avenue of the Americas
New York, NY 10036-1689
Tel (212) 354-4480
(There are branch offices in Houston, Boston, San Francisco, Los Angeles,
Miami and Schaumburg, IL.)
Underwriter's Laboratories, Inc.
Technical Assistance to Exporters
333 Pfingster Road
Northbrook, IL 60062
Tel (312) 271-8129
Tax and Accounting Firms
1666 K Street, NW
Washington, DC 20006
Tel (202) 862-3100
Deloitte and Touche
10 Westport Road
Wilton, CT 06897
Tel (203) 761-3000
Ernst and Young International
787 Seventh Avenue
New York, NY 10019
Tel (212) 773-6488
KPMG Peat Marwick
767 5th Avenue
New York, NY 10153
Tel (212) 909-5000
1251 Avenue of the Americas
New York, NY 10020
Tel (212) 489-8900
Dutch Embassy and Agencies
The Netherlands Embassy
4200 Linnean Avenue, NW
Washington, DC 20008
Tel (202) 244-5300
The Netherlands Foreign Investment Agency
Industrial Commission of the Netherlands
New York, NY 10020
Tel: (212) 246-1434
The Netherlands Tourist Office
355 Lexington Avenue
New York, NY 10036
Tel: (212) 370-7360
Amsterdam Stock Exchange
1012 JW Amsterdam
BENELUX Trademarks Office
2585 EM The Hague
Central Statistics Bureau
6401 CZ Heerlen
Ministery of Finance
2511 VB The Hague
Dutch Employer's Organizations
Prinses Beatrixlaan 5
2595 AH The Hague
Holland International Distribution Council
(Advises on all aspects of shipping, warehousing, and distribution in the
P. O. Box 11674
2502 AR The Hague
Netherlands Central Bank
100 AB Amsterdam
Netherlands Chamber of Commerce
Alexander Gogelweg 16
2517 JH The Hague
Netherlands Employer's Organization
Prinses Beatrixlaan 5
2595 AH The Hague
Ministry of Agriculture
2500 EK The Hague
Ministry of Economic Affairs
2500 EZ The Hague
Ministry of Finance
Korte Voorhout 7
2500 EE The Hague
Ministry of Foreign Affairs
2500 EB The Hague
Ministry of Justice
2500 EH The Hague
Ministry of Social Affairs
2500 EV The Hague
Nederlands Normalisatie Instituut
2623 AA Delft
Netherlands Patents Council
2288 EE Rijswijk (ZH)
Royal Dutch Union of Small & Medium Enterprises
2289 BE Rijswijk
U.S. Publications and References
Most of the following references and publications may be ordered
from the Superintendent of Documents, U.S. Government Printing Office,
Washington, D.C. 20402
Tel: (202) 783-3238
U.S. Department of Commerce
(Biweekly magazine of international trade.)
Commerce Business Daily (CBD)
U.S. Department of Commerce
(Lists foreign commercial opportunities as reported by the Foreign
Commercial Service. The CBD is available for review at Commerce's ITA
district offices, the Small Business Administration, and many public
Foreign Economic Trends--Netherlands
U.S. Department of Commerce
(Economic conditions with commercial implications.)
Foreign Labor Trends--Netherlands
U.S. Department of Labor
Bureau of International Labor Affairs
Washington, DC 20402
(Annual information on labor trends.)
National Trade Data Bank
U.S. Department of Commerce
(CD-ROM disk containing extensive data for U.S. exporters. The first stop
when conducting market research. Call (202) 377-1986 for technical
specifications and ordering.)
U.S. Census Bureau
(Publishes a wide range of U.S. trade statistics on imports and exports by
product and country. Information available at most university or municipal
A Basic Guide to Exporting
U.S. Department of Commerce
(A primer on exporting and sources of information.)
Key Officers of Foreign Service Posts: Guide for Business Representatives
U.S. Department of State
(Lists names and addresses of key American officers overseas.)
American Chamber of Commerce Directory
(Annual directory of member firms.)
American Chamber of Commerce in the Netherlands
2517 KJ The Hague
Tel 011-31-70 365-9808
Capital Formation and Investment Incentives Around the World
Matthew Bender & Co.
11 Pennsylvania Plaza
New York, NY 10001
(Provides detailed worldwide information on all aspects of exporting and
Dun's Marketing Services
3 Sylvan Way
Parsippany, NJ 07054
Tel (201) 605-6000
Dun's Marketing Lists
(Contact lists of foreign firms.)
Dun's Marketing Services
3 Sylvan Way
Parsippany, NJ 07054
Tel (201) 605-6000
Political Risk Forecasts
(Risk factors related to finance, investment, and business outlook.)
Political Risk Services
106 Fulton Street
New York, NY 10038
Tel (202) 233-1080
PIERS-Port Import/Export Reporting Service (Reports on imports and exports
by product, consignee, origin, destination, quantities, weights, for 47
major U.S. ports.)
Journal of Commerce--PIERS
Two World Trade Center, 27th Floor
New York, NY 10048
Tel (212) 837-7063
International Trade Reporter: Shipping Manual
Bureau of National Affairs
1231 25th Street, NW
Washington, DC 20037
Tel (202) 452-4200
Investing, Licensing & Trading Conditions Abroad
Business International Corporation
215 Park Avenue, South
New York, NY 10017
Tel (212) 460-0600
Vol. I -- Names and addresses of firms by industry
Vol. II -- Summary of information on companies.
International Financial Statistics
(Monthly financial statistics.)
International Monetary Fund
700 19th Street, NW
Washington, DC 20431
Tel (202) 623-7430
OECD Economic Survey-Netherlands
(Annual analysis of economic trends and prospects.)
Organization for Economic Cooperation and Development
1750 Pennsylvania Avenue, NW
Washington, DC 20006
Tel (202) 724-6323
U.S. Firms, Subsidiaries, and Affiliates in the Netherlands
World Trade Academy Press
Suite 509, 50 East 42 Street
New York, NY 10017
Tel (212) 697-4999
Yellow Pages Telephone Directories
(Obtain directories for Dutch cities at library or order through telephone
AT&T Language Line Services
(AT&T provides interpreters 24 hours a day in 140 languages on-line or by
fax and mail.)
Call 1 (800) 367-9559 for subscription information.
This file extracted from Dept. of Commerce National Trade Data Bank (NTDB)
CD-ROM SuDoc No. C 1.88:993/12. Processed 12/01/1994 by software developed
by RCM (UM-St. Louis Libraries) / OBR_0017