Contract Law Clauses in the Netherlands

Q: What is an age clause in a Dutch contract?

An age clause (ouderdomsclausule) is used in Dutch purchase agreements for older buildings. It states that the building is old, that new-build standards cannot be applied and that the buyer accepts the risk of defects typical for its age. It is a contractual clause that helps determine what the buyer was entitled to expect (Article 7:17(2) Dutch Civil Code). See our page on purchase agreement under Dutch law for the age clause, the non-occupancy clause and the self-occupancy clause.

Published on 18 October 2020 · Last updated 25 October 2026

Under Dutch law, parties are in principle free to agree on the contract clauses they want. A contract is formed by offer and acceptance (Article 6:217(1) Dutch Civil Code) and in principle needs no particular form (Article 3:37(1)). Clauses are interpreted by what the parties could reasonably expect from each other, and a clause does not apply where that would be unacceptable (Article 6:248(2)).

In this guide, our Dutch contract attorneys explain the Dutch rules for the following clauses:

Offer and acceptance
Payment terms
Performance and delivery obligations
Limitation of liability
Termination and dispute resolution

Dutch statutory provisions are linked to wetten.overheid.nl; there is no official English text. For an overview of the wider framework, see our page on contract law in the Netherlands.

What are the key takeaways on Dutch contract clauses?

A contract is formed by offer and acceptance; signatures are not required unless the law or the parties require a particular form.
Payment terms are not a condition for a valid contract, but they determine when payment is due and when interest starts to run.
Clear performance and delivery obligations make it easier to establish whether a party is in breach.
Exclusion and limitation clauses are in principle valid, but they cannot be relied on where that would be unacceptable, and general terms are subject to extra review.
Termination and dispute resolution clauses define how the contract can end and which court or arbitral tribunal decides disputes.

When do offer and acceptance create a contract?

A contract is formed by an offer and its acceptance (Article 6:217(1)). The parties must also be capable of performing legal acts. Every natural person has that capacity, unless the law provides otherwise; a legal act performed by a person without capacity is voidable (Article 3:32(1) and (2)). A company acts through its representatives. A Dutch BV is represented by its board and, unless the articles of association provide otherwise, by each director; the articles can also require a director to act together with others (Article 2:240(1) and (2)). That authority is unlimited and unconditional, except where the law provides otherwise (Article 2:240(3)).

A minor is a person under eighteen who has not been declared of age under Article 1:253ha (Article 1:233). A minor has capacity to perform a legal act if he acts with the consent of his legal representative, unless the law provides otherwise; consent is presumed for legal acts that minors of that age usually perform independently (Article 1:234(1) and (3)).

The offer is a proposal by one party to another to conclude a contract. It can be revoked, unless it contains a period for acceptance or its irrevocability follows from the offer in another way, and only until it has been accepted or an acceptance has been sent (Article 6:219(1) and (2)). An acceptance that deviates from the offer counts as a new offer; if it deviates only on minor points, the contract is formed on the terms of the acceptance, unless the offeror objects to the differences without delay (Article 6:225(1) and (2)). A declaration directed to a particular person only takes effect once it has reached that person (Article 3:37(3)).

The obligations the parties undertake must be determinable (Article 6:227). Dutch law does not require “consideration” as in common law.

Which payment terms can you agree?

Payment terms specify when and how payment must be made. If no time for performance has been set, the obligation can be performed immediately and performance can be claimed immediately (Article 6:38).

Payment terms are not a requirement for a valid contract. For a sale, for example, the buyer owes a reasonable price if no price was fixed (Article 7:4).

In the Netherlands, payment terms are negotiated by the parties, but there are statutory limits. In a commercial contract, a payment term of more than 60 days is only valid if it is expressly agreed and is not grossly unfair to the creditor (Article 6:119a(5)); a maximum of 30 days applies where the debtor is a large legal entity (one that, on two consecutive balance sheet dates, did not meet at least two of the criteria of Article 2:397(1) and (2) of the Dutch Civil Code) and the creditor is a natural person acting in the course of a business or profession, or a legal entity that did meet at least two of those criteria (Article 6:119a(6)). Statutory commercial interest runs from the day after the agreed last day of payment (Article 6:119a(1)), or, if no such day was agreed, in the basic case from 30 days after the start of the day following the day on which the debtor received the invoice (Article 6:119a(2)(a)). A penalty for late payment is a penalty clause (Article 6:91); at the debtor’s request the court can reduce it if fairness clearly so requires, but not below the statutory damages (Article 6:94(1)).

To provide a visual representation of the different payment terms commonly found in contracts, the following table sets out three examples:

Payment Term	Definition	Example
Net 30	Payment due within 30 days of invoice date	Payment must be made by the buyer within 30 days of receiving the invoice
Upfront	Payment required in full before delivery of goods/services	The buyer must pay the entire amount before the seller ships the goods
Installment	Payment divided into multiple smaller amounts over a specified period	The buyer agrees to pay €500 every month for a year until the total amount is settled

Which delivery obligations apply?

Without an agreed time for performance, performance can be claimed immediately (Article 6:38). If a fixed deadline expires without performance, the debtor is in default without notice, unless the deadline appears to have a different purpose (Article 6:83(a)). Otherwise, default only occurs after a written notice of default that gives a reasonable period for performance, if performance does not follow within that period (Article 6:82(1)). Default matters for claiming damages and for rescission.

When drafting a contract, define clearly what each party must deliver: quality, quantity and any other relevant criteria. For a sale, the law adds a default standard: the goods must conform to the contract and have the properties the buyer was entitled to expect, including those needed for normal use and for a special use provided for in the contract (Article 7:17(1) and (2)).

Also agree on a delivery timeline and on when the risk passes. In a sale, the goods are at the buyer’s risk from delivery, even if ownership has not yet passed (Article 7:10(1)).

How far can you limit liability?

To what extent can parties limit their liability under Dutch contract law? A party that fails to perform must compensate the resulting damage, unless the failure cannot be attributed to it (Article 6:74(1)). Parties can in principle exclude or limit that liability. A clause does not apply, however, to the extent that relying on it would be unacceptable by standards of reasonableness and fairness in the circumstances (Article 6:248(2)), and a clause contrary to good morals or public order is void (Article 3:40(1)). Three types of clause are common:

Exclusion clauses: these exclude liability for certain types of damage or loss. They are interpreted by the meaning the parties could reasonably give to them in the circumstances and by what they could reasonably expect from each other (Hoge Raad 13 March 1981, ECLI:NL:HR:1981:AG4158, Haviltex), so clear wording matters.
Indemnification provisions: one party agrees to compensate the other for certain losses, for example claims by third parties. They shift risk between the parties; they do not bind third parties.
Limitation of liability clauses: these cap liability, for example at the contract price or the insured amount. In general terms and conditions, such a clause can be annulled if it is unreasonably onerous for the other party (Article 6:233(a)), but not by a legal entity referred to in Article 2:360 DCC that, when the contract was concluded, had most recently published its annual accounts (or to which Article 2:403(1) was then last applied), by another party for which fifty or more persons work at that time (or for which a filing under the Trade Register Act 2007 then shows this), or a party that repeatedly uses the same or nearly the same general terms itself (Article 6:235(1) and (3)). Towards consumers, a clause in general terms that excludes or limits a statutory obligation to pay damages is presumed to be unreasonably onerous (Article 6:237(f)), and in a consumer sale the buyer’s rights for the seller’s failure to perform cannot be limited or excluded (Article 7:6(1)).

For international contracts, note that the Dutch rules on general terms and conditions do not apply at all between businesses that are not both established in the Netherlands, whatever law governs the contract (Article 6:247(2)). What counts is the main establishment or, if the contract is to be performed by another establishment, that establishment (Article 6:247(3)). If Dutch law governs such a contract, a limitation clause is then mainly tested under Article 6:248(2) and Article 3:40.

How do you terminate and resolve disputes?

Without a termination clause, the law already provides a remedy. Every failure by a party to perform gives the other party the power to rescind the contract wholly or partly, unless the failure, given its special nature or minor importance, does not justify rescission with its consequences (Article 6:265(1)). Unless performance is permanently or temporarily impossible, that power only arises once the debtor is in default (Article 6:265(2)). Rescission takes place by a written declaration, or electronically if the contract was concluded electronically (Article 6:267(1)), or by the court at the request of the entitled party (Article 6:267(2)). It releases the parties from the obligations affected by it; performance already rendered must be undone (Article 6:271). Article 6:265 is default law, so a termination clause can regulate rescission differently.

For long-term contracts, include a clause on termination by notice: when it is allowed, with what notice period and in what form. A long-term contract that contains such a clause is in principle terminable under that clause, but reasonableness and fairness can impose further requirements, such as a weighty ground, a notice period or an offer of compensation, and reliance on the clause can be unacceptable in the circumstances (Hoge Raad 16 May 2025, ECLI:NL:HR:2025:763, para. 3.2). A contract for an indefinite period without such a clause is in principle terminable, subject to the same kind of requirements (Hoge Raad 28 October 2011, ECLI:NL:HR:2011:BQ9854, para. 3.5.1).

Also include a dispute resolution clause. Parties can agree to submit disputes to arbitration, either in advance (arbitration clause) or once a dispute has arisen (submission agreement) (Article 1020(1) and (2) Dutch Code of Civil Procedure). A court before which such a dispute is brought declares that it has no jurisdiction if a party invokes the arbitration agreement before putting forward any other defence, unless the agreement is invalid (Article 1022). Whether arbitration is faster or cheaper than court proceedings depends on the case. The alternative is a clause that designates the competent court.

Frequently asked questions about contract law clauses in the Netherlands

Is a contract legally binding in the Netherlands without a written document?

Yes, in principle. A contract is formed by offer and acceptance (Article 6:217(1) Dutch Civil Code), and declarations can be made in any form, also by conduct, unless the law provides otherwise (Article 3:37(1)). There are statutory exceptions, such as the written form for the purchase of a house by a private individual (Article 7:2(1)) and for a non-compete clause with an employee (Article 7:653(1)). A written contract is always easier to prove.

How are contract clauses interpreted under Dutch law?

Not by the wording alone. What counts is the meaning the parties could reasonably give to the clause in the circumstances and what they could reasonably expect from each other; the parties’ social circles and legal knowledge can also matter (Hoge Raad 13 March 1981, ECLI:NL:HR:1981:AG4158, Haviltex). A contract also has the effects that follow from the law, custom and reasonableness and fairness (Article 6:248(1)).

What is an age clause in a Dutch contract?

An age clause (ouderdomsclausule) is used in Dutch purchase agreements for older buildings. It states that the building is old, that new-build standards cannot be applied and that the buyer accepts the risk of defects typical for its age. It is a contractual clause that helps determine what the buyer was entitled to expect (Article 7:17(2) Dutch Civil Code). See our page on purchase agreement under Dutch law for the age clause, the non-occupancy clause and the self-occupancy clause.

Are non-compete clauses enforceable in the Netherlands?

It depends on the contract. In an employment contract, a non-compete clause is only valid if the employment contract is for an indefinite period and the clause was agreed in writing with an adult employee; in a fixed-term contract it requires a written statement of reasons showing that it is necessary because of compelling business or service interests (Article 7:653(1) and (2) Dutch Civil Code). The court can annul it wholly or partly (Article 7:653(3)), the employer cannot rely on it if the contract ended because of the employer’s seriously culpable conduct (Article 7:653(4)), and, if the clause significantly hinders the employee from working other than for the employer, the court can award the employee compensation for the duration of the restriction, unless the contract ended because of the employee’s seriously culpable conduct (Article 7:653(5)). Between businesses, a non-compete clause is in principle possible, but it must stay within the limits of the law, including competition law, and of reasonableness and fairness (Article 6:248(2)).

What happens if a party breaches a contract clause?

The other party can claim performance (Article 3:296(1) Dutch Civil Code), damages if the failure can be attributed to the defaulting party (Article 6:74(1)), and rescission, unless the failure, given its special nature or minor importance, does not justify it (Article 6:265(1)). For damages and rescission, the defaulting party usually has to be in default first, for example after a written notice of default with a reasonable period for performance (Article 6:82(1)).

Primary sources

Dutch Civil Code (Burgerlijk Wetboek) Book 1: Articles 1:233 and 1:234
Dutch Civil Code Book 2: Article 2:240
Dutch Civil Code Book 3: Articles 3:32, 3:37, 3:40 and 3:296
Dutch Civil Code Book 6: Articles 6:38, 6:74, 6:82, 6:83, 6:91, 6:94, 6:119a, 6:217, 6:219, 6:225, 6:227, 6:233, 6:235, 6:237, 6:247, 6:248, 6:265, 6:267 and 6:271
Dutch Civil Code Book 7: Articles 7:2, 7:4, 7:6, 7:10, 7:17 and 7:653
Dutch Code of Civil Procedure (Wetboek van Burgerlijke Rechtsvordering): Articles 1020 and 1022
Hoge Raad 13 March 1981, ECLI:NL:HR:1981:AG4158 (Haviltex); Hoge Raad 28 October 2011, ECLI:NL:HR:2011:BQ9854; Hoge Raad 16 May 2025, ECLI:NL:HR:2025:763

Conclusion

To sum up, understanding essential contract law clauses is essential when entering into agreements in the Netherlands.

By ensuring that the offer and acceptance, and payment terms, performance and delivery obligations, limitation of liability, and termination and dispute resolution clauses are properly addressed, parties can protect their rights and interests. A thorough understanding of these clauses allows for effective contract management and minimizes the risk of disputes. Therefore, it is essential to pay careful attention to these key contract law elements in order to achieve successful contractual relationships.