On this page you will find some basic information about Dutch contract law

Dutch contract law

Dutch contract law is rather liberal and allows for substantial freedom of contract. For the majority, the rules of the DCC are default rules that apply if and to the extent that the parties have not arranged for a specific topic in their contract. However, for some types of contracts, such as consumer contracts, commercial agency contracts, lease contracts, insurance contracts and transport-related contracts. The Netherlands is a party to the UN Convention on the International Sale of Goods 1980 (“CISG”).

If you have any questions about Dutch contract law, please contact our contract law specialist. We will be happy to inform you about your possibilities and what we can do for you. On this page you will find some basic information about Dutch contract law.

In order to be effective, general terms must be accepted by the other party, and the other party must be properly informed of such terms. The DCC grants protection from a user of general terms and conditions. More specifically, a provision of general terms and conditions is voidable if:

(i) a clause is “unreasonably onerous” (onredelijk bezwarend) vis-à-vis the other party or

(ii) the user of the general terms and conditions has not given the other party reasonable opportunity to take knowledge of the general terms and conditions. The latter normally entails that the user of general terms and conditions provide the other party with a hard copy of the general terms and conditions.

Business-to-business (“B2B”) relationships

However, with respect to business-to-business (“B2B”) relationships, this protective legislation will only apply if both parties are established in the Netherlands. In addition, this legislation cannot be invoked by: (a) legal entities that have recently published their annual accounts at the time of conclusion of the contract; nor by (b) parties that employ 50 or more persons, according to an excerpt from the Trade Register at the time of conclusion of the contract. In other words, consumers and small businesses will mostly benefit from this protective legislation. In case the contract relates to an international B2B sale, lower Dutch courts decided that the CISG will determine the applicability of the general terms in accordance with Opinion No. 13 of the CISG Advisory Counsel. As such, general terms in this relation will be included, if the other party had a reasonable opportunity to take notice of these terms.

The DCC provides for the specific protection of consumers. This involves, most importantly, legislation with respect to consumer sales. A consumer sale is a sales agreement with respect to movables, including electricity, concluded by and between a seller that acts in the course of a profession or a business and a buyer being a natural person that does not act within the course of a profession or a business. The principal rule with respect to consumer sales is that a good delivered must conform to the agreement. If not, the DCC grants the consumer statutory remedies such as repair, replacement or refund of the purchase price.

If you have bought or sold a product, if you are not satisfied or if you have been addressed by a party to whom you sold a faulty product, it is wise to contact an Expat Service legal adviser. We will look at what possibilities there are to recover your damage or to limit your damage.