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Under Dutch law, a construction contract is usually a contract for work (aanneming van werk): the contractor builds and delivers a tangible work for a price in money (Article 7:750 Dutch Civil Code, DCC). Articles 7:750-7:769 DCC govern the price, extra work, completion and defects. For building works, the Quality Assurance for Building Act (Wkb) has tightened the contractor’s liability since 1 January 2024.
A construction law firm in the Netherlands can help with drafting and negotiating the contract, with disputes about price, extra work, delays and defects, and with proceedings in court or in arbitration. In this article, our Dutch attorneys explain the main rules of Dutch construction contract law for foreign businesses.
What is a construction agreement under Dutch law?
Article 7:750 DCC (text on wetten.overheid.nl) defines a contract for work (aanneming van werk) as a contract under which one party, the contractor (aannemer), undertakes towards the other party, the principal (opdrachtgever), to build and deliver a work of a tangible nature, outside an employment relationship, for a price in money to be paid by the principal. If the consideration is not, or not entirely, in money, the rules of Title 7.12 DCC still apply as far as the nature of the consideration permits (Article 7:750(2)). Title 7.12 has general rules (Articles 7:750-7:764) and special rules for consumers who have a house built (Articles 7:765-7:769).
Which rules govern a construction project in the Netherlands?
The core rules are in Title 7.12 of the Dutch Civil Code. Many of them can be changed by contract, but not all. For example, the rule on extra work cannot be departed from to the principal’s detriment, except by a standard arrangement within the meaning of Article 6:214 DCC (Article 7:755 DCC). General contract law also applies, such as the duty to protest about a defect within a reasonable time after discovering it (Article 6:89 DCC).
Since 1 January 2024, the Quality Assurance for Building Act (Wet kwaliteitsborging voor het bouwen, Wkb) has changed several rules for building works (bouwwerken). The contractor must give its warnings in writing and unambiguously (Article 7:754(2) DCC), must hand over a completion file when it reports that the work is ready (Article 7:757a) and remains liable for defects not discovered at completion (Article 7:758(4)). Articles 7:757a and 7:758(4) only apply to contracts concluded on or after 1 January 2024 (Article 218(1) Transitional Act for the new Civil Code).
In practice, many construction contracts incorporate standard terms, such as the UAV 2012 for building contracts or the DNR for architects and engineers. These terms contain their own rules on matters such as extra work, completion and liability, which may differ from the Civil Code. They only apply if the contract makes them applicable, so always check which terms and which version your contract refers to. If both parties act in the course of a business and are not both established in the Netherlands, the Civil Code rules on general terms and conditions (Articles 6:231-6:247 DCC) do not apply, whatever law governs the contract (Article 6:247(2) DCC). If Dutch law applies, a term can then in particular still be set aside if applying it would be unacceptable by standards of reasonableness and fairness (Article 6:248(2) DCC).
When do you need legal assistance on a construction project?
Having an experienced legal professional in the Netherlands on your side can make all the difference when it comes to handling the complexities of a construction project. Construction projects are fraught with risks, from delays and cost overruns to disputes and safety hazards.
Legal advice is most useful at four moments: before you sign (price, standard terms, liability and dispute resolution), during the works (warnings, extra work and delays), at completion (oplevering) and when defects appear after completion. The table below gives a quick overview of how legal assistance can benefit your construction project:
| Legal Assistance | Benefits |
|---|---|
| Risk Management Strategies | Minimize potential financial losses due to unforeseeable events |
| Insurance Coverage | Protect against liability claims and damages |
| Compliance with Safety Regulations | Avoid fines, penalties, or accidents |
What are the key takeaways?
- A Dutch construction contract is in principle a contract for work under Articles 7:750-7:769 DCC. Standard terms such as the UAV 2012 often apply as well, if the contract says so.
- Extra work: for additions or changes you requested, the contractor can only claim a higher price if it warned you in time that the price would increase, unless you should have understood this yourself (Article 7:755 DCC).
- Completion (oplevering) is the key moment: the risk passes to you, and the contractor is in principle no longer liable for defects you should reasonably have discovered (Article 7:758 DCC). Stricter rules apply to building works under contracts concluded since 1 January 2024.
- Protest about a defect within a reasonable time (Article 6:89 DCC). Claims for defects become time-barred under Article 7:761 DCC.
- Disputes go to the Dutch courts, unless the parties agreed on arbitration, for example before the Raad van Arbitrage in bouwgeschillen.
A skilled Dutch attorney can check your contract against these rules before you sign. That helps you avoid the most common disputes, which concern the price, extra work, delays and defects.
What should a Dutch construction contract regulate?
Start with the price. If no price was agreed, or only an estimated price (richtprijs), the principal owes a reasonable price (Article 7:752(1) DCC). An estimated price may not be exceeded by more than 10%, unless the contractor warned the principal as early as possible that a further overrun was likely, so that the principal could still limit or simplify the work (Article 7:752(2)).
Next, agree a procedure for extra and reduced work (meerwerk and minderwerk). For additions or changes requested by the principal, the contractor can only claim a higher price if it warned the principal in time that a price increase was necessary, unless the principal should have understood this itself (Article 7:755 DCC). For that exception, it does not matter whether the principal knew how large the increase would be (Supreme Court 1 July 2022, ECLI:NL:HR:2022:989, para 3.1.3). Cost increases that arise or come to light after the contract is concluded, and that are not attributable to the contractor, fall under Article 7:753 DCC. The court can then adjust the price, if the contractor did not need to take that risk into account when setting the price and warned the principal as soon as possible (Article 7:753(1) and (3) DCC).
Finally, regulate completion, liability and disputes: how completion takes place, any liability cap, guarantees, and whether disputes go to court or to arbitration. For building works, the contractor’s liability for defects not discovered at completion cannot be reduced to the detriment of a consumer; towards any other principal, such as a business, this is only possible if it is expressly included in the contract (Article 7:758(4) DCC). Liability for known hidden defects that the contractor concealed can never be excluded or limited (Article 7:762 DCC).
How are Dutch construction disputes resolved?
Construction disputes in the Netherlands are resolved by negotiation, mediation, binding advice (bindend advies), arbitration or proceedings in the ordinary courts. Arbitration is only available if the parties have agreed to it, before or after the dispute arises (Article 1020 Dutch Code of Civil Procedure, DCCP).
In mediation, a neutral mediator helps the parties find a solution themselves; the outcome only binds them if they agree to it. In arbitration, arbitrators decide the dispute in a binding award. If the parties so agree, a construction dispute can be referred to the Raad van Arbitrage in bouwgeschillen (RvA), a Dutch dispute resolution institute for the construction sector. According to its website, its arbitrators include construction experts and lawyers, and it offers arbitration, binding advice and mediation, as well as urgent procedures. Arbitration is not free: the parties bear its costs. An appeal against an arbitral award is only possible if the parties agreed to it (Article 1061b DCCP). The ordinary courts can only set aside an award on limited grounds, such as the absence of a valid arbitration agreement (Article 1065 DCCP).
How does construction litigation work in the Netherlands?
Without an arbitration agreement, a construction dispute goes to the Dutch civil courts. The subdistrict court (kantonrechter) deals with claims of up to EUR 25,000, among other cases (Article 93 DCCP). Larger claims go to the district court (rechtbank), where you must in principle be represented by a lawyer (Article 79 DCCP). Keep the following in mind:
- Court-appointed experts: construction disputes often turn on technical questions. The court can order an expert report (deskundigenbericht), at the request of a party or of its own motion (Article 186 DCCP).
- Evidence before proceedings: before a case is brought, a party can ask the court to order provisional evidence-taking (voorlopige bewijsverrichting), such as a provisional expert report (Articles 196 and 202 DCCP). This can help you assess your position before you sue.
- Burden of proof: the party relying on the legal consequences of facts it asserts must in principle prove those facts (Article 150 DCCP). In a dispute about extra work, that is usually the contractor.
- Free assessment of evidence: evidence can be provided by any means and the court assesses it freely, unless the law provides otherwise (Article 152 DCCP).
Keep records from the start of the project: contract documents, change orders, correspondence, site reports and photographs. In a construction dispute, these are often the most important evidence.
Who is liable for construction defects?
During the works, the contractor must warn the principal about errors in the instructions and about defects in materials, ground, plans or drawings supplied by the principal, if it knew or should reasonably have known about them (Article 7:754(1) DCC). The consequences of defective materials or tools used by the contractor are for its account (Article 7:760(1) DCC). Defects in what the principal supplied are for the principal’s account, unless the contractor breached its duty to warn or otherwise fell short in expertise or care (Article 7:760(2) and (3)).
Completion (oplevering) is the key moment. If the contractor reports that the work is ready and the principal does not inspect it and accept it (with or without reservations) or reject it with a statement of the defects within a reasonable time, the principal is deemed to have accepted it tacitly (Article 7:758(1) DCC). After completion, the work is at the principal’s risk (Article 7:758(2)). The contractor is no longer liable for defects that the principal should reasonably have discovered at completion (Article 7:758(3)). For building works under contracts concluded on or after 1 January 2024, however, the contractor remains liable for defects not discovered at completion, unless they cannot be attributed to it (Article 7:758(4) DCC; Article 218(1) Transitional Act).
Towards the principal, the main contractor is liable for the subcontractors it uses as for its own conduct (Article 6:76 DCC). Construction insurance, such as a construction all risks (CAR) policy, can cover damage that occurs during the works.
If you discover a defect after completion, protest to the contractor within a reasonable time (Article 6:89 DCC). As a rule, you must give the contractor the opportunity to remedy the defect within a reasonable period (Article 7:759(1) DCC). A claim for a defect becomes time-barred two years after your protest; if you set a repair period, the two years start at the end of that period. In any event, the claim becomes time-barred twenty years after completion of a building work and ten years after completion of other work (Article 7:761(1) and (2) DCC).
Who owns the designs and drawings of a construction project?
Architectural designs, drawings and buildings can be protected by copyright (auteursrecht) under the Dutch Copyright Act (Auteurswet). The Act expressly mentions works of architecture and designs and sketches relating to architecture (Article 10(1), points 6 and 8 Copyright Act). No registration is needed for copyright protection.
Copyright belongs in principle to the maker, such as the architect, and not automatically to the principal who pays for the design. A transfer of copyright, or an exclusive licence, requires a written agreement; a transfer also requires a deed (Article 2(3) Copyright Act). If you want to reuse, change or extend a design later, agree on this in the contract with the architect or contractor.
Patents and trademarks can also play a role, for example for building products or systems, but they only protect inventions and signs that have been granted or registered. A lawyer can check whether the rights to your designs are properly covered in your contracts.
Frequently asked questions about construction law in the Netherlands
Which law governs a construction contract in the Netherlands?
If Dutch law applies, the rules on contracts for work in Articles 7:750-7:769 DCC apply, together with general contract law. Standard terms such as the UAV 2012 apply on top of that if the contract makes them applicable. Some statutory rules are mandatory, such as the rule on extra work in Article 7:755 DCC.
Can a Dutch contractor charge for extra work I did not approve in advance?
For additions or changes you requested, only if it warned you in time that a price increase was necessary, or if you should have understood this yourself (Article 7:755 DCC). For unforeseen cost increases not attributable to the contractor, the court can adjust the price under Article 7:753 DCC, provided the contractor warned you as soon as possible.
What happens at completion (oplevering) of a construction project?
The contractor reports that the work is ready, and you inspect it and accept it, with or without reservations, or reject it stating the defects. If you do not respond within a reasonable time, you are deemed to have accepted it (Article 7:758(1) DCC). For a building work, the contractor must hand over a completion file with that report (Article 7:757a DCC, for contracts concluded on or after 1 January 2024).
Is the contractor still liable for defects after completion?
Not for defects you should reasonably have discovered at completion (Article 7:758(3) DCC). For building works under contracts concluded on or after 1 January 2024, the contractor remains liable for defects not discovered at completion, unless they cannot be attributed to it (Article 7:758(4)). Protest within a reasonable time (Article 6:89 DCC) and note the limitation periods in Article 7:761 DCC.
Do construction disputes have to go to arbitration?
Only if the parties agreed to arbitration (Article 1020 DCCP), for example through a clause in the contract or in the standard terms. Otherwise the ordinary courts decide: the subdistrict court for claims of up to EUR 25,000 and the district court for larger claims (Article 93 DCCP).
Primary sources
- Dutch Civil Code (Burgerlijk Wetboek), Book 7: Articles 7:750, 7:752, 7:753, 7:754, 7:755, 7:757a, 7:758, 7:759, 7:760, 7:761, 7:762 and 7:765
- Dutch Civil Code, Book 6: Articles 6:76, 6:89, 6:214, 6:247 and 6:248
- Transitional Act for the new Civil Code (Overgangswet nieuw Burgerlijk Wetboek): Article 218
- Quality Assurance for Building Act (Wet kwaliteitsborging voor het bouwen)
- Dutch Code of Civil Procedure (Wetboek van Burgerlijke Rechtsvordering): Articles 79, 93, 150, 152, 186, 196, 202, 1020, 1061b and 1065
- Dutch Copyright Act (Auteurswet): Articles 2 and 10
- Supreme Court 1 July 2022, ECLI:NL:HR:2022:989 (Article 7:755 DCC, extra work)
How do you choose a Dutch construction lawyer?
When looking for the right construction agreement lawyer in the Netherlands, you’ll want to make sure that your chosen professional has experience in Dutch construction law. This means that you should check the Dutch lawyer’s qualifications and previous experience before hiring them.
Look for a construction lawyer in the Netherlands who has handled disputes similar to yours, in court or in arbitration, and who can explain Dutch construction law in English. If you have any questions or require legal assistance, please don’t hesitate to reach out to our team at our Dutch law firm.
