When Do General Terms and Conditions Apply Under Dutch Law?

Published on 11 February 2026 · Last updated 25 October 2026

Under Dutch law, general terms and conditions (algemene voorwaarden) apply if the other party accepted them, usually through a reference made before or at the conclusion of the contract (Articles 6:217 and 6:231(c) Dutch Civil Code). It is bound even without reading them (Article 6:232). Without a reasonable opportunity to read them, it can annul the clauses (Article 6:233(b)), with exceptions.

Whether general terms apply is a question of contract formation. For businesses dealing in the Netherlands, mistakes matter: the terms may not have become part of the contract at all, or the other party may be able to annul clauses. Below we discuss the three steps that determine whether your general terms bind the other party: a timely reference, acceptance and a reasonable opportunity to read them.

What Exactly Are General Terms and Conditions Under Dutch Law?

Article 6:231 sub a Dutch Civil Code (BW) defines general terms and conditions as one or more clauses drafted to be incorporated in multiple agreements. Importantly, this explicitly excludes clauses that define the core performances, provided these core clauses are worded clearly and comprehensibly.

In practice, general terms contain standard provisions regarding payment conditions, delivery deadlines, transfer of risk, liability limitations, warranty claims, and applicable law. Moreover, arbitration clauses or forum selection typically appear in these terms. Entrepreneurs draft these clauses to create efficiency: without general terms, every contractual provision would require individual negotiation.

Context: general terms are widely used in Dutch commercial practice. Disputes about them often turn on whether the reference was made in time and whether the terms were actually provided.

How Do You Declare General Terms and Conditions Applicable in Dutch Law?

Timely Declaration of Applicability Is Essential

The first legal requirement concerns the timing when general terms are declared applicable. According to normal rules of offer and acceptance, the reference to general terms must be made before or when the agreement materializes, usually in the offer (Articles 6:217 and 6:225 Dutch Civil Code). Specifically, this means you must reference your terms in quotations, order confirmations, or other documents preceding contract conclusion.

A common mistake is to refer to general terms only afterwards. When terms appear only on invoices, the reference usually comes too late, because the invoice is sent after the contract was concluded. The user then generally cannot rely on them. In a long-standing relationship with earlier invoices referring to the same terms, the outcome can be different, depending on the circumstances.

Therefore, legal experts advise incorporating a standard phrase in all commercial documentation: “This quotation is subject to the general terms and conditions of [company name], deposited with the Chamber of Commerce under number [X].” This explicit reference creates legal clarity from the initial contact moment.

Clarity With Multiple Sets of Terms

Does your business use different types of general terms? For instance, separate purchasing conditions, delivery conditions, and service conditions? Then you must explicitly indicate which terms apply to which part of the agreement. Ambiguity in this regard leads to legal uncertainty and can result in none of the terms being applicable.

What Role Does Acceptance by the Counterparty Play in the Netherlands?

When has the other party accepted your general terms?

The second requirement is acceptance. The other party is the party that accepted the applicability of the general terms, by signing a document or otherwise (Article 6:231(c) Dutch Civil Code). Under the general rules, what counts is how each party could reasonably understand the other’s statements and conduct in the circumstances (Articles 3:33 and 3:35). A clear reference in the offer, followed by acceptance of that offer, is usually enough.

Article 6:232 adds that the other party is bound to the general terms even if, when the contract was concluded, the user understood or should have understood that it did not know their content. The other party therefore does not have to read the terms to be bound. This is often called the “rapid binding” rule (snelbinder).

Express Versus Implied Acceptance

Acceptance can occur in two ways:

Express: The counterparty signs the agreement referencing the general terms, or ticks a checkbox in online transactions. This explicit declaration of intent offers the strongest evidentiary position for entrepreneurs.

Implied: The other party does not object to the general terms and performs the contract, for example by paying or accepting delivered goods. Depending on the circumstances, this can also amount to acceptance (Article 3:35).

To prevent evidentiary problems in disputes, it is always advisable to have agreements signed in writing. A lawyer in the Netherlands will routinely advise organizing demonstrable acceptance when providing contract advice.

Why Is the Information Obligation So Important in Dutch Jurisdiction?

Main rule: providing the terms

The counterweight to rapid binding is the information duty. The user must give the other party a reasonable opportunity to read the general terms; otherwise the clauses are voidable (Article 6:233(b)). Article 6:234 describes how to do this: as a rule, by providing the terms before or when the contract is concluded.

The main rule is that the general terms are handed over (Article 6:234(1)) or made available electronically (Article 6:234(2)) before or when the contract is concluded. This can be done by:

Actual handover of a paper copy
Addition as an attachment to a written quotation or contract
Making them available electronically, for example as a PDF attached to an email, in a way that allows the other party to store and access them later; if the contract itself is not concluded electronically, this route requires the other party’s express consent (Article 6:234(2) and (3))

Is providing the terms reasonably impossible? Then, before the contract is concluded, you may inform the other party that the terms are available for inspection at your office or have been deposited with a Chamber of Commerce or a court registry that you name, and that they will be sent on request. If you then fail to send them promptly at your own expense when asked, the clauses are voidable as well (Article 6:234(1)). For the electronic route, the equivalent is telling the other party where the terms can be read electronically and that they will be sent on request (Article 6:234(2)).

Electronic Agreements: Specific Requirements

If you use the electronic route, the general terms must be made available in a way that allows the other party to store them and access them later (Article 6:234(2)). Specifically, this means:

Publication on a directly accessible webpage via a clear hyperlink
Possibility to download in PDF format
No restrictions on printing or saving the terms

A reference to only your website’s homepage does not suffice. The counterparty should not have to search for the general terms themselves. The link must lead directly to the complete text.

How Does the Lighter Information Obligation Work for Service Providers Under Dutch Law?

Article 6:230c BW: Four Alternatives

Article 6:234(1) also allows a user to provide the terms in the way described in Article 6:230c. That route is available to service providers within the meaning of Articles 6:230a and 6:230b, which concern services covered by the EU Services Directive. The service provider can choose one of four methods:

Method 1: Providing the information on its own initiative

Method 2: Providing access at the location where the service is performed or the agreement is concluded

Method 3: Making the information easily accessible electronically at an address communicated by the service provider

Method 4: Including the information in all documents provided to the customer in which the services are described in detail

The second and third methods can be easier than handing over the terms. For a service provider within the scope of these articles, communicating a web address where the terms are easily accessible can be enough.

Important: Article 6:230c requires that the terms are easily accessible at an address you communicate; the other party should not have to search for them. Making them downloadable as well, as Article 6:234(2) requires for the general electronic route, avoids discussion.

When Does the Information Obligation Not Apply According to Dutch Legislation?

Who cannot rely on the information duty?

Certain parties cannot rely on the grounds for annulment in Articles 6:233 and 6:234 at all (Article 6:235). These are:

Category 1: A legal entity referred to in Article 2:360 Dutch Civil Code (such as a private or public limited company, a cooperative or a mutual insurance society) that, when the contract was concluded, had last published its annual accounts, or to which Article 2:403(1) had last been applied at that time. This includes small private limited companies that publish their accounts.

Category 2: Any other party that, when the contract was concluded, had 50 or more people working for it, or for which a filing under the Trade Register Act 2007 showed this.

Category 3: A party that itself repeatedly uses the same or almost the same general terms in its contracts (Article 6:235(3)).

International contracts: Articles 6:231-6:247 do not apply at all to contracts between businesses that are not both established in the Netherlands, whatever law governs the contract (Article 6:247(2)). What counts is the place of the main establishment or, if another establishment is to perform, that establishment (Article 6:247(3)). If Dutch law governs, a clause can then still be set aside if applying it would be unacceptable by standards of reasonableness and fairness (Article 6:248(2)).

The idea behind this exception is that these parties are expected to be able to protect themselves against unfavourable terms.

Practice example (fictitious): a supplier in Amsterdam concludes a supply agreement with a Dutch private limited company that has published its annual accounts. The supplier refers to its general terms in the quotation and the buyer accepts the quotation. The buyer cannot annul the clauses on the ground that it had no reasonable opportunity to read them (Article 6:235(1)), even if the supplier never sent the terms.

What Happens Upon Non-Compliance With the Information Obligation in the Netherlands?

Voidability of General Terms

Did you fail to give a reasonable opportunity to read the terms? Then the clauses in your general terms are voidable (Article 6:233(b)). The other party can annul them by an out-of-court statement or have a court do so (Article 3:49). The legal claim for annulment becomes time-barred three years after the right became available (Article 3:52(1)(d)); for general terms, that period starts on the day after the user invoked the clause (Article 6:235(4)).

The power to nullify is only available to:

Consumers (for consumers with their habitual residence in the Netherlands, these rules apply whatever law governs the contract, Article 6:247(4))
Business parties established in the Netherlands, dealing with a user also established there, that are not excluded by Article 6:235 (for example a sole trader or partnership with fewer than 50 people working for it, or a company with fewer than 50 people working for it that had not published its annual accounts and does not itself repeatedly use the same terms)

Parties excluded by Article 6:235 cannot annul clauses on this ground. If Dutch law governs, they can only argue that applying a clause would be unacceptable by standards of reasonableness and fairness (Article 6:248(2)).

Legal consequence: if the other party annuls clauses, those clauses no longer apply and the statutory rules of the Dutch Civil Code govern instead. You then lose the protection of the annulled clauses, such as a limitation of liability, a retention of title or an arbitration clause.

How Do You Ensure Your General Terms Are Legally Sound Under Dutch Law?

Practical Implementation Tips

Tip 1: Always send your general terms with quotations, on paper or as a PDF file. If the contract is not concluded electronically, obtain the other party’s express consent to receiving them electronically (Article 6:234(3)). Avoid merely referring to a website without actually providing the terms.

Tip 2: Place general terms on a directly findable location on your website, preferably in the footer with a clear “General Terms and Conditions” link. Ensure the terms are downloadable as PDF.

Tip 3: Include a standard clause in all your commercial documentation: “This agreement is subject to the general terms and conditions of [company name], as deposited with the Chamber of Commerce under number [deposit number].”

Tip 4: For online transactions, place a clear checkbox with the text: “I declare that I have read and accept the general terms and conditions” with a direct hyperlink to the complete text behind it.

Tip 5: For physical agreements, you can print the general terms on the reverse side of the order form or contract, with an explicit signature line for approval.

Deposit: Useful or Not?

You can deposit your general terms with a Chamber of Commerce or a court registry; Article 6:234(1) refers to both. Check the current procedure and fee with the registry. Deposit is not required for the terms to apply, but it offers two advantages:

Evidentiary advantage: You can precisely demonstrate which version of your terms applied at the moment of contract conclusion. This prevents discussions about modifications.

Reference possibility: if providing the terms is reasonably impossible, you can refer to the deposit, provided you also state that the terms will be sent on request (Article 6:234(1)).

If you change your terms, deposit the new version as well, so that you can show which version applied when a contract was concluded.

Which General Terms Apply With Conflicting Terms in the Netherlands?

The Battle of Forms Problem

In commercial transactions, it frequently occurs that both parties use their own general terms. The supplier refers in his quotation to his delivery conditions, while the buyer refers in his order to his purchasing conditions. This situation is called the “battle of forms.”

The question of which terms apply is determined by the moment of declaration of applicability and acceptance:

Rule 1 (first shot): if offer and acceptance refer to different general terms, the second reference has no effect (Article 6:225(3)). The terms referred to first apply.

Rule 2: this is different if the second reference also expressly rejects the terms referred to first. The reply then counts as a new offer and a rejection of the original offer (Article 6:225(1)). Whether the second set applies depends on whether that new offer is accepted, for example by performing without objection.

Rule 3: a standard sentence in your own terms saying that only your terms apply is generally not an express rejection in this sense. If the CISG governs a sale of goods between businesses in different states, its own rules on counter-offers apply instead (Article 19 CISG).

To prevent this legal uncertainty, it is advisable to explicitly establish contractually which general terms apply. For example, by including a clause: “Parties agree that exclusively the general terms and conditions of [supplier] apply to this agreement. The applicability of any general terms and conditions of the buyer is hereby expressly excluded.”

Do you want certainty about the applicability of your general terms? Our lawyers in Amsterdam analyze your current contract documentation and advise on improving your declaration of applicability and information provision processes.

What Is the Difference Between Acceptance and Taking Notice Under Dutch Law?

Legal Separation Between Two Concepts

An important distinction exists between acceptance of the applicability of general terms and taking notice of their content. This distinction is often misunderstood.

Acceptance concerns the question whether the counterparty agrees that general terms form part of the agreement. For this, it is not required that the counterparty knows the content. A reference in the agreement suffices.

Taking notice concerns the question whether the counterparty had the opportunity to read the specific content of the terms. This is relevant for the information obligation.

Article 6:232 provides that the other party is bound even if the user understood or should have understood, when the contract was concluded, that it did not know the content of the terms. Acceptance of their applicability is enough for binding force.

However, failing to offer a reasonable opportunity to read the terms makes the clauses voidable (Article 6:233(b)). Although the terms are thus initially binding, the counterparty can still nullify them due to lack of opportunity to take notice.

How Does the Court Test Unreasonably Onerous Clauses in the Netherlands?

Protection of Small Counterparties

Besides the information obligation, the law offers protection against unreasonably onerous clauses in general terms. However, this protection only applies to:

Consumers
Business parties that are not excluded by Article 6:235, where both parties are established in the Netherlands (Article 6:247(1) and (2))

These parties can annul a clause if it is unreasonably onerous for them, in view of the nature and other content of the contract, the way the terms were agreed, the mutually recognisable interests of the parties and the other circumstances of the case (Article 6:233(a)). Clauses describing the core of the performance are not general terms if they are clear and understandable (Article 6:231(a)). This is a separate test besides the applicability requirements.

Black List and Grey List

The legislator has included two lists in Articles 6:236 and 6:237 BW:

Black list (Article 6:236): clauses that are deemed unreasonably onerous in contracts with consumers, and therefore voidable without further assessment. Examples: a clause that excludes or limits the consumer’s right to dissolve the contract (point (b)), or that changes the statutory burden of proof to the consumer’s detriment (point (k)).

Grey list (Article 6:237): clauses that are presumed to be unreasonably onerous in contracts with consumers; the user can show that the clause is reasonable in the circumstances. Examples: a clause allowing the user to deliver a performance that differs substantially from what was promised, unless the consumer may then dissolve the contract (point (c)), or a clause binding the consumer to a longer notice period than the user (point (l)).

Clauses not appearing on these lists can also be nullified as unreasonably onerous. However, the counterparty must then show that the clause is unreasonably onerous in view of all the circumstances of the case (Article 6:233(a)).

What Does This Mean for B2B Agreements Under Dutch Law?

Limited Protection for Entrepreneurs

In contracts between businesses, the black and grey lists do not apply directly; they only protect consumers. A business that is not excluded by Article 6:235 can rely on the open test of Article 6:233(a), provided both parties are established in the Netherlands (Article 6:247(1) and (2)).

In all cases governed by Dutch law, a contractual clause does not apply to the extent that applying it would be unacceptable by standards of reasonableness and fairness in the circumstances (Article 6:248(2)).

However, the test is much less strict than for consumer agreements. The court sometimes assumes a certain reflexive effect of consumer protection for small entrepreneurs, but this remains case-specific. For medium-sized and large companies, they are deemed capable of looking after themselves.

Practical consequence: As an entrepreneur in Amsterdam doing business with other companies, you must therefore have your contract documentation carefully reviewed. Do not be deterred by your counterparty’s general terms, but study them thoroughly or have them reviewed by a lawyer before signing an agreement.

What Strategy Do You Use With Unequal Bargaining Positions in the Netherlands?

Using Negotiation Room

In practice, sometimes considerable power differences exist between contracting parties. A large buyer can demand that exclusively his purchasing conditions apply, while a small supplier has hardly any negotiation room.

In such situations, the following strategies are possible:

Strategy 1: Negotiate the most onerous provisions. Often, a large buyer is willing to adjust specific clauses, for example regarding liability or payment terms.

Strategy 2: Include deviating provisions in the specific agreement. If the general terms are too onerous, you can explicitly deviate from specific clauses in the main agreement.

Strategy 3: Record all arrangements in writing in the main agreement. In case of conflicts between the main agreement and general terms, usually the main agreement prevails.

Strategy 4: Contact an industry organisation. Many sectors have model terms that are negotiated between organisations representing both sides.

Contact our law firm in Amsterdam for personal legal advice about your specific situation. We assess your counterparty’s general terms and advise on negotiation strategies that optimally protect your interests.

How Do You Keep Your General Terms Current According to Dutch Legislation?

Regular Evaluation and Adjustment

Legislation, case law, and business processes change constantly. General terms drafted ten years ago may no longer meet current legal standards. Therefore, regular evaluation is essential.

Points of attention for evaluation:

New legislation affecting your sector (for example, GDPR for data protection)
Recent case law on interpretation of specific clauses
Changes in your business model or service provision
Adjustments in industry standards or model terms
Experience with disputes where certain clauses proved unclear

It is advisable to have your general terms reviewed regularly, and in any event after substantial changes in your business or in the law.

Transitional Arrangement Upon Modification

Note: if you modify your general terms, the new terms only apply to agreements concluded after the modification. Existing agreements remain subject to the old terms, unless your counterparty accepts that the new terms also apply to existing agreements, or a valid modification clause allows this.

For ongoing relationships, you can include a modification clause in your general terms, whereby you reserve the right to unilaterally modify the terms. However, such clauses are legally complicated and can be characterized as unreasonably onerous. Always consult a lawyer before implementing a modification clause.

Conclusion: Three Steps to Legal Certainty in the Netherlands

Whether your general terms protect you depends on three steps: a timely reference, acceptance by the other party and, unless Article 6:235 or 6:247(2) applies, a reasonable opportunity to read them. Each of these steps requires attention in your daily business operations.

For entrepreneurs, this means general terms only have legal value when correctly implemented in all commercial processes. A well-drafted text is worthless without correct application. Conversely, correct application of mediocre terms also offers insufficient protection.

The combination of qualitatively strong general terms and professional implementation forms the basis for contractual certainty. In many business disputes in the Netherlands, general terms play a central role.

Frequently asked questions about the applicability of general terms and conditions

What does “terms and conditions apply” mean under Dutch law?

It is a reference to the user’s general terms and conditions (algemene voorwaarden). If the other party accepts an offer containing such a reference, the terms become part of the contract, even if it has not read them (Articles 6:231(c) and 6:232 Dutch Civil Code). The user must still give it a reasonable opportunity to read them; otherwise the clauses can be annulled (Article 6:233(b)), unless Article 6:235 or 6:247(2) excludes this.

Do general terms and conditions apply if they are only on the invoice?

Usually not. An invoice is normally sent after the contract was concluded, so the reference comes too late to be part of the offer and acceptance (Article 6:217). In a long-standing relationship in which earlier invoices referred to the same terms, the outcome can be different, depending on the circumstances.

Do general terms and conditions have to be in Dutch?

The Dutch Civil Code does not prescribe a language. What matters is whether the other party accepted the terms and had a reasonable opportunity to read them (Articles 6:233(b) and 6:234). Terms in a language the other party cannot be expected to understand increase the risk of a dispute about both points.

What is Article 6:237 of the Dutch Civil Code?

It is the “grey list”: clauses in general terms that are presumed to be unreasonably onerous in contracts with consumers, such as a clause binding the consumer to a longer notice period than the user (point (l)). The user can rebut the presumption. Article 6:236 contains the “black list” of clauses that are deemed unreasonably onerous. Neither list applies directly between businesses.

Can a foreign business annul clauses in Dutch general terms?

Not on the basis of Articles 6:233 and 6:234. Between businesses that are not both established in the Netherlands, Articles 6:231-6:247 do not apply, whatever law governs the contract (Article 6:247(2) and (3)). If Dutch law governs, a clause can still be set aside if applying it would be unacceptable by standards of reasonableness and fairness (Article 6:248(2)).