Dutch law

Dutch law is the civil law system of the Netherlands. For businesses, the main rules are in the Dutch Civil Code (Burgerlijk Wetboek) and the Dutch Code of Civil Procedure. Whether Dutch law governs your contract depends on the choice of law you agree or, without a choice, on EU rules such as the Rome I Regulation.

This page gives a foreign business a practical overview of Dutch law: where the rules are, when they apply to your contract, how Dutch contract law differs from what you may be used to, and how disputes are handled. MAAK Advocaten N.V. is a law firm in Amsterdam that advises foreign and Dutch businesses on commercial matters under Dutch law.

What is Dutch law based on?

Dutch law is based on written legislation, not on a system of binding precedent. Judges apply the statutes; judgments of the Hoge Raad (the Supreme Court of the Netherlands) guide how those statutes are interpreted. For commercial matters, the Dutch Civil Code is the core source. Its books relevant to business include:

• Book 2: legal persons, such as the BV and NV;
• Book 3: patrimonial law in general (vermogensrecht), including juridical acts, nullity and limitation periods;
• Book 6: the general part of the law of obligations, covering contracts, breach of contract and tort;
• Book 7: specific contracts, such as sale, services, commercial agency and lease;
• Book 8: transport law;
• Book 10: private international law.

EU regulations apply directly in the Netherlands, and treaties such as the UN Convention on Contracts for the International Sale of Goods (CISG) form part of Dutch law. The general rules of the Dutch law of obligations are explained on our law of obligations in the Netherlands page.

When does Dutch law apply to your contract?

Dutch law applies to an international commercial contract if the parties have chosen it, or if the conflict rules point to it. Under the Rome I Regulation, a contract is governed by the law chosen by the parties, expressly or clearly demonstrated by the terms of the contract or the circumstances of the case (Article 3(1) Rome I).

Without a choice, a contract for the sale of goods is governed by the law of the country where the seller has its habitual residence, and a contract for services by the law of the country where the service provider has its habitual residence (Article 4(1)(a) and (b) Rome I). A distribution contract is governed by the law of the distributor’s country (Article 4(1)(f)). A Dutch seller, service provider or distributor will therefore often bring Dutch law with it, unless the contract is manifestly more closely connected with another country (Article 4(3)).

For the international sale of goods, the CISG applies when the parties have their places of business in different Contracting States (Article 1(1)(a) CISG). The parties may exclude it (Article 6 CISG). Choosing “Dutch law” without excluding the CISG usually means the CISG applies to the sale, with the Dutch Civil Code filling the gaps. See choice of Dutch law in international contracts and the CISG.

How is Dutch contract law different for a foreign business?

Dutch contract law is flexible and less formal than many foreign systems, but it adds duties that a contract does not mention. Five features often surprise foreign companies:

• No consideration needed. A contract is formed by an offer and its acceptance (Article 6:217(1) Dutch Civil Code); unless the law provides otherwise, no particular form is required (Article 3:37(1) Dutch Civil Code).
• Reasonableness and fairness. A contract has the legal effects agreed by the parties, and also those that follow from the law, custom and reasonableness and fairness (Article 6:248(1) Dutch Civil Code). A contractual rule does not apply to the extent this would be unacceptable by those standards (Article 6:248(2)).
• Negotiations can create obligations. Breaking off negotiations can lead to liability if doing so is unacceptable in view of the other party’s justified reliance (HR 12 August 2005, ECLI:NL:HR:2005:AT7337); see pre-contractual liability in the Netherlands.
• Notice of default. Before claiming damages for late performance, you usually have to give the other party a reasonable period to perform in a written notice (Article 6:82(1) Dutch Civil Code).
• General terms between businesses in different countries. The Dutch rules that allow a party to annul unreasonably onerous clauses, or clauses in terms it had no reasonable opportunity to read, do not apply where the businesses are not both established in the Netherlands (Article 6:247(2) Dutch Civil Code). Reasonableness and fairness still apply (Article 6:248(2)).

Our page on key considerations when contracting with Dutch businesses discusses these points for cross-border contracts.

Which Dutch court hears a business dispute, and in which language?

Most commercial disputes start before a district court (rechtbank), with an appeal to a court of appeal (gerechtshof). Claims of up to 25,000 euros (as at October 2026), and commercial agency disputes regardless of their value, go to the cantonal judge (kantonrechter), a section of the district court (Article 93 Dutch Code of Civil Procedure). Urgent matters can be brought in summary proceedings (kort geding, Article 254 Dutch Code of Civil Procedure).

Proceedings before the Dutch courts are generally conducted in Dutch. If the Amsterdam courts have jurisdiction and the case is not a cantonal case, parties to an international dispute can expressly agree in writing to litigate in English before the Netherlands Commercial Court, the international commercial chamber of the Amsterdam District Court and Court of Appeal (Article 32a Dutch Code of Civil Procedure). Parties may also agree on arbitration instead of court proceedings (Article 1020 Dutch Code of Civil Procedure), and agree that the courts of an EU Member State, such as the Netherlands, have jurisdiction (Article 25 Brussels I bis Regulation).

Do you need a Dutch lawyer to litigate in the Netherlands?

Yes, in most commercial cases. Parties may conduct their own case only before the cantonal judge; in all other cases they can only litigate through an advocate (advocaat) (Article 79 Dutch Code of Civil Procedure). This applies equally to foreign companies. A defendant who does not appear through an advocate in such a case risks a default judgment (Article 139 Dutch Code of Civil Procedure).

What should you check before signing a contract under Dutch law?

Check at least these points before you sign a contract governed by Dutch law:

1. Which law applies, and whether the CISG is excluded or included.
2. Which court or arbitral tribunal has jurisdiction, and in which language proceedings will be conducted.
3. How liability is limited, and whether that limitation will hold under reasonableness and fairness.
4. How the contract ends: fixed term, notice periods and grounds for early termination.
5. Which general terms apply, and whether they have validly become part of the contract.

When should you involve a Dutch lawyer?

Involve a Dutch lawyer before you sign a significant contract governed by Dutch law, when a Dutch partner fails to perform or ends the relationship, and immediately when you receive a Dutch writ of summons, because the first court date is fixed in it.

MAAK Advocaten advises foreign businesses on contracts, liability, debt collection and disputes under Dutch law. We review contracts, write notices of default, negotiate settlements and litigate before the Dutch courts in first instance and on appeal. Read more about our work as a contract lawyer in the Netherlands and as a litigation attorney in the Netherlands.