Since the introduction of the Unfair Trading Practices in the Agricultural Sector Act 2021 (Agricultural UTP Act), greater protection has been provided for farmers, horticulturalists, fishermen and other suppliers within the food supply chain. The Act is designed to prevent large buyers from using their bargaining power to the detriment of smaller suppliers.
In this blog, we will examine the key aspects of the Agricultural UTP Act. We will discuss who the rules apply to, which practices are considered unfair, and what the consequences of non-compliance might be. We will also look at the areas where enforcement has taken place and discuss the changes that are on the horizon.
Purpose and provisions
The Agricultural UTP Act strengthens the negotiating position of suppliers of agricultural and food products vis-à-vis their stronger buyers. Think of farmers, market gardeners and fishermen vis-à-vis larger food producers or supermarkets. The Act stems from European Directive (EU) 2019/633 (minimum hamonisation) and came into force on 1 November 2021.
Content of the Act: blacklist and grey list
The Act distinguishes between two types of prohibited commercial practices: practices that are always prohibited (black list, Article 2 of the Agricultural UTP Act), and practices that are prohibited unless they have been clearly agreed in writing in advance (grey list, Article 3 of the Agricultural UTP Act).
|
(Always prohibited) |
|
Late payments: Customers must pay within 30 days for perishable products and within 60 days for other products. This period applies from the date of delivery or the end of an agreed delivery period. |
|
Last-minute cancellations: It is not permitted to cancel orders for perishable products at such short notice that the supplier no longer has a realistic chance of finding another destination for the products. A period of less than 30 days before delivery is in any case considered too short. |
|
Unilateral contract amendments: Customers may not amend the terms and conditions on their own initiative without the other party’s consent. This applies, for example, to delivery times, prices, payment arrangements or quality standards. |
|
Refusal of written confirmation: The buyer is obliged to confirm the agreements in writing upon request. |
|
Requesting unjustified payments: The customer may not request payments that are unrelated to the sale of the products. Nor is the customer permitted to request payment for spoilage or loss of products already delivered, or for costs associated with investigating customer complaints. |
|
Improper handling of trade secrets: The unlawful acquisition, use or sharing of the supplier’s confidential business information is prohibited. |
|
(Threats of) retaliatory action: The buyer must not put pressure on or penalise the supplier for exercising their legal or contractual rights, for example by removing the products from sale or reducing the quantity of products ordered. |
|
Grey list (Prohibited unless clearly and unambiguously agreed in writing) |
|
Return of unsold products: The customer may not return unsold products without paying for them or reimbursing the disposal costs. |
|
Costs for shelf space or inclusion in the product range: The buyer may not require the supplier to contribute to the costs of storage, shelf space or inclusion in the product range. |
|
Passing on promotional costs or discounts: The buyer may not pass on discounts or promotional costs to the supplier without the promotion and expected sales having been agreed in advance. |
|
Charging for advertising and marketing: The buyer may not charge costs for advertising or marketing. |
|
Requiring contributions for shop fittings or staff: The buyer may not require the supplier to pay staff costs for the fitting-out of the sales area where the products are sold. |
Scope of application: to whom does the law apply?
The Agricultural UTP Act applies to situations where there is an imbalance in the bargaining power between suppliers and buyers of agricultural and food products. The Act applies when the buyer’s turnover differs significantly from that of the agricultural supplier:
|
|
Supplier with a turnover of: |
Is protected against a buyer with a turnover of: |
|
A |
Less than €2 million |
More than €2 million |
|
B |
Between €2 million and €10 million |
More than €10 million |
|
C |
Between €10 million and €50 million |
Over €50 million |
|
D |
Between €50 million and €150 million |
Over €150 million |
|
E |
Between €150 million and €350 million |
Over €350 million |
|
F |
Less than €350 million |
The customer is a public authority |
Supervision and enforcement by ACM
ACM supervises compliance with the law and may, among other things, take the following measures:
- Launch an investigation, either on its own initiative or following a complaint;
- Request information from market participants;
- Carry out unannounced inspections;
- In the event of a breach, impose a fine or an order subject to a penalty payment. The fine is a maximum of €900,000 or, if higher, 10% of the annual group turnover.
Dispute resolution through the Disputes Committee
In addition, there is the option of dispute resolution through the Disputes Committee on Unfair Commercial Practices in the Agricultural and Food Supply Chain. Here, suppliers can obtain a binding ruling on whether a commercial practice is unlawful, claim compensation and have a payment obligation established. Buyers can also approach the Dispute Committee if they have a dispute with their supplier and wish to see it resolved.
Complaints may also be submitted anonymously. Although the ruling will not be binding in such cases, it provides a solution for suppliers who are reluctant to take action against unfair trading practices for fear of retaliation.
Suppliers can always choose to take the matter to the civil courts, either directly without going to the Disputes Committee, or within three months of receiving a ruling from the Disputes Committee.
Enforcement in practice
Since 2021, the ACM and the Disputes Committee have dealt with a number of cases that provide clarity on the application of the Agricultural UTP Act:
ACM: Vion makes commitments following supplier complaint about price adjustments
The ACM’s first enforcement case under the Agricultural UTP Act concerned the slaughterhouse Vion. Following complaints from the Pig Farmers’ Organisation (POV), the ACM launched an investigation in 2022 into possible unilateral changes to supply terms.
Vion operated, among other things, with exclusive contracts in which the pig price was determined via a basket of Dutch and European price quotations and a supplementary payment system based on the Vion quotation (the PIG system). In the event of disruptions or irregular developments, Vion could (unilaterally?) disregard a quotation or suspend the entire PIG system. These contracts were concluded for an indefinite period and had a notice period of 12 months.
The ACM decided that Vion had too much freedom to adjust the price indicators and thus effectively set the price itself, and considered this to be contrary to the prohibition on unilateral changes to the terms and conditions (Section 2(1)(c) of the Agricultural UTP Act).
To remedy the infringement, Vion made binding commitments. From now on, Vion will only implement changes with the consent of the pig supplier and will conclude new contracts containing clearly defined pricing systems. This appears to have largely resolved the POV’s complaints. The case was concluded in March 2024.
ACM forces Lactalis Leerdammer to change its pricing system
The ACM case against Lactalis Leerdammer began in 2022 with a complaint from the Leerdammer Collectief Suppliers’ Association (LVLC). The suppliers’ association complained that Lactalis was acting in breach of the law (Article 2(1)(c)) by setting the milk price on a monthly basis. In addition, the LVLC argued that Lactalis was making suppliers pay for activities unrelated to milk sales by charging a contribution for the trade association ZuivelNL via the milk payment invoice (see below).
In September 2024, the ACM concluded that by setting the price on a monthly basis, Lactalis had breached the prohibition on unilateral changes to supply conditions. The complaint regarding the prohibition on demanding payments unrelated to milk sales was dismissed.
Lactalis was required to introduce a transparent and objective (verifiable) system for setting the price. Lactalis has appealed against this decision. The LVLC has also lodged an appeal. As of the date of publication of this blog, the case is still pending.
ACM accepts commitments regarding ZuivelNL levies
The same suppliers’ association, LVLC, lodged a complaint with the ACM regarding the financing of ZuivelNL through the collection of contributions from milk suppliers via the purchasers. It was argued that these levies contravened the prohibition on purchasers demanding payments unrelated to the sale of agricultural products (Article 2(1)(d) of the Agricultural Product Marketing Act).
The ACM held discussions with ZuivelNL, which led to commitments in October 2024 (see commitment decision). ZuivelNL has undertaken to provide greater transparency regarding the use of contributions, to use them exclusively for activities related to milk production and in the interests of dairy farmers, and to report on this periodically and have audits carried out. The level of the contribution will also be reviewed periodically and the ACM will be informed annually regarding compliance. On the basis of these commitments, the ACM did not consider further enforcement to be a priority and this part of the complaint was rejected.
Disputes Committee: Vreugdenhil must amend milk price determination and notice period
The Disputes Committee on the Agricultural UTP Act considered a complaint by a milk supplier against its customer, Vreugdenhil. Vreugdenhil was alleged to have breached the prohibition on unilateral changes to terms of supply because it unilaterally set the milk price on a monthly basis.
The Disputes Committee ruled in favour of the milk supplier: it considered the monthly milk price to be neither transparent, comprehensible nor verifiable, whilst suppliers were bound by a long notice period. Vreugdenhil was required to make the price more transparent and to reduce the notice period from twelve to six months.
In its final ruling in June 2024, the Disputes Committee assessed whether Vreugdenhil, with the proposed changes – a benchmark model – had sufficiently fulfilled the requirement to make the price more transparent. This proved not to be the case; according to the Disputes Committee, the model still provides insufficient concrete insight into the underlying factors and calculation rules. It therefore remains unclear to suppliers exactly how the monthly price is determined.
The Disputes Committee therefore concludes that the objections have not been resolved. Vreugdenhil must still amend its purchasing terms and conditions so that the pricing is transparent, comprehensible and verifiable. The Disputes Committee notes that the new pricing mechanism should ideally be established in consultation with the supplier.
ACM: Termination of supply agreement not a unilateral change or retaliatory measure
In May 2025, a dairy farmer lodged a complaint with ACM alleging that his buyer had breached the Agricultural UTP Act by terminating the supply agreement. According to the farmer, this termination amounted to a prohibited unilateral amendment of the supply terms (Section 2(1)(c) of the Agricultural UTP Act) and a prohibited retaliatory measure (Section 2(1)(h) of the Agricultural UTP Act).
However, the ACM has reached a different conclusion. The termination took place in accordance with the contractual provisions and with due observance of the applicable notice period. Consequently, there is no question of a unilateral amendment to the agreement. Furthermore, the ACM sees insufficient evidence that the termination was intended as a retaliatory measure. According to the ACM, the termination was linked to a substantive dispute over a new pricing system, and there is no evidence that the supplier was treated differently from other suppliers in a comparable position.
As no breach of the Agricultural OHP Act was established, the ACM rejected the enforcement request in July 2025.
Disputes Committee: termination of milk contract as a means of pressure partly unlawful
On 9 January 2026, the Disputes Committee ruled on a dispute between a milk supplier and its customer. The central issue was whether the customer had acted unlawfully by proposing a new contract and subsequently terminating the existing contract.
The buyer offered a new contract with amended price and operational terms, giving the supplier only fourteen days to sign. It was made clear that refusal would lead to the termination of the existing contract. Following refusal, the contract was indeed terminated, in accordance with the contractual notice period.
The committee classifies this conduct as undue pressure. Although the customer was entitled to terminate the contract, that right was used as a means of pressure to force acceptance of the new terms. A contributing factor was that no genuine scope for negotiation was offered: a request for consultation was rejected, and no substantive consultation with a sounding board group had taken place beforehand. The supplier was thus effectively faced with a ‘take it or leave it’ choice. This constitutes a prohibited commercial practice under the Unfair Commercial Practices Act, partly because no genuine scope for negotiation was offered.
The ruling makes it clear that a contractual right of termination cannot be exercised without restriction: using it as a means of pressure may be unlawful.
Evaluation and outlook
The Agricultural UHP Act is not standing still. The first evaluation commissioned by the Ministry of Agriculture, Fisheries, Food Security and Nature shows that the Act is now beginning to have a visible impact in practice. For instance, the researchers note that buyers are amending contracts and that there is greater focus on transparency, particularly regarding pricing. At the same time, the number of formal complaints remains limited for the time being. According to the researchers, this is because suppliers are reluctant to lodge a complaint, for example due to their dependence on buyers and the fear of negative consequences for the commercial relationship.
The framework is also being evaluated at European level. The (ongoing) evaluation of Directive 2019/633 shows that the directive contributes to legal certainty, but that the balance of power in the supply chain has shifted only to a limited extent. In light of this, the European Commission is working on a revision, which includes considerations such as expanding the list of prohibited practices (such as a ban on selling below production costs), removing the fear factor for suppliers, and improving cooperation between EU Member States to enable more effective action against cross-border trading practices.
In this context, the role of the CMO Regulation is also being examined. A recent proposal to amend CMO Regulation 1308/2013 focuses on mandatory written contracts containing clear price or price-determining factors.
For businesses, this means that a tightening of the legal framework and stricter enforcement can be expected. It is important for businesses to anticipate this in good time. This is particularly true given that negotiations are often lengthy and can be intensive, for example when dairy companies negotiate with larger groups of suppliers or stakeholder groups.
Conclusion
The Agricultural OHP Act is no paper tiger; the first cases show that the ACM and the Disputes Committee are actively intervening and setting clear requirements regarding, among other things, pricing, contract amendments and payment terms. It is therefore essential for both suppliers and buyers to assess whether their current practices have already been brought into line with the Act.
We advise businesses throughout the supply chain on the Agricultural OHP Act. This includes reviewing and amending contracts and general terms and conditions, providing strategic advice during commercial negotiations, and assisting with complaints and proceedings before the ACM and the Disputes Committee. We have practical experience with enforcement proceedings under the Agricultural OHP Act, including involvement in some of the first and most landmark cases, such as this case, this case and this case. This experience enables us to quickly understand how the ACM and the Disputes Committee assess and enforce the law in practice, and what that means for your position.
Questions about the Agricultural UHP Act? We are happy to help.