Non-Conformity of Delivered Products: Obligations as a Manufacturer
Non-conformity occurs when a delivered product fails to meet the characteristics the buyer could reasonably expect based on the purchase agreement. Manufacturers and suppliers bear liability for defects present at delivery, whereby the seller must first offer repair or replacement before price reduction or contract termination becomes possible according to Article 7:17 Dutch Civil Code. […]
Battle of Forms Under the Vienna Sales Convention
In international sales contracts where both parties declare their own terms and conditions applicable, the Vienna Sales Convention’s ‘knock-out rule’ determines which provisions govern. Matching provisions remain effective, while conflicting terms cancel each other out and are replaced by the Vienna Sales Convention (in Dutch: Weens Koopverdrag) or applicable national law according to Article 4(1)(a) […]
Excluding Modification of a Purchase Agreement Under Dutch Law
Contractually excluding modification due to mistake in purchase agreements prevents a party from retroactively adjusting an agreement by claiming mistake. This exclusion clause, frequently applied in Dutch acquisition practice, provides legal certainty but is not absolute according to the Supreme Court: courts may still modify the agreement despite exclusion when the extent of disadvantage necessitates […]
Duty to Investigate in Cases of Fraud in the Netherlands
In fraud cases involving deliberately false statements, the seller’s duty to disclose prevails over the buyer’s duty to investigate. Even an incautious buyer can invoke fraud when the seller knowingly withholds relevant information about the purchased item, regardless of whether the buyer conducted their own investigation. The intent requirement means the seller must have intended […]
Abuse of Circumstances When Concluding a Dutch Contract
Abuse of circumstances under Dutch law occurs when someone deliberately exploits your vulnerable position to pressure you into an unfavorable agreement. Under Article 3:44 paragraph 4 of the Dutch Civil Code (BW), a contract becomes voidable when the other party knows that special circumstances such as distress, dependency, or inexperience influence your decision, yet still […]
Retention of Title under Dutch law in Delivery Transactions
Retention of title under Dutch law means that you as supplier remain owner of delivered products until the buyer has paid the full purchase price. This security construction under Article 3:92 Dutch Civil Code protects your recovery position in case of non-payment and applies even in the buyer’s bankruptcy. Entrepreneurs in the Netherlands who deliver […]
Mitigating a Contractual Penalty under Dutch Law
Dutch Courts can reduce contractual penalties when enforcement leads to an excessive and unacceptable outcome according to Article 6:94(1) Dutch Civil Code. Mitigation occurs when equity clearly requires it, with judges examining the relationship between actual damages and penalty amount, contract nature, and case circumstances. A penalty clause under Dutch law obligates you to pay […]
Standing Surety for Another Person’s Debt under Dutch law
Standing surety for another’s debt means you become a guarantor and legally liable for a third party’s financial obligations. As creditor, you can directly pursue the guarantor when the original debtor fails to meet payment obligations under Article 7:850 of the Dutch Civil Code. Surety agreements constitute an essential legal safeguard within Dutch contract law. […]
Supplier and Director Jointly Liable Under Dutch Law
Supplier and Director Face Joint Liability Following Distribution Agreement Termination in the Netherlands Total Energy Service B.V. (TES) entered into a distribution agreement under Dutch law with Sanisign B.V. on 24 September 2020 for the exclusive sale of alcohol-free hand sanitizer in the Netherlands. The agreement explicitly stipulated that TES could only sell the hand […]
Liability for Debts in a General Partnership under Dutch Law
In a general partnership (vennootschap onder firma or VOF), all partners are jointly and severally liable for business debts, regardless of who incurred the obligation. This liability extends to the complete private assets of each partner, as established in Article 18 of the Dutch Commercial Code. Creditors of a VOF can seek recovery from both […]