What is an acceleration clause (vervroegde opeisbaarheid) under Dutch law?

Dutch term: Vervroegde opeisbaarheid | Legal basis: Freedom of contract + Book 6 BW

An acceleration clause (vervroegde opeisbaarheid) is a contractual provision that makes all outstanding instalments or future obligations immediately due and payable upon the occurrence of a specified triggering event, such as a payment default, insolvency or material breach. Acceleration clauses are common in loan agreements, instalment sales and supply contracts.

Under Dutch law, acceleration clauses are governed by freedom of contract and are generally enforceable between commercial parties. However, the reasonableness standard of article 6:248 of the Dutch Civil Code can limit the application of an acceleration clause if invoking it in the specific circumstances would be unacceptable. Dutch courts may also moderate the consequences of acceleration if they are disproportionate.

Why it matters for international businesses

For international supply and credit relationships, a well-drafted acceleration clause provides the creditor with immediate recourse to the full outstanding amount when the debtor's creditworthiness deteriorates or a material breach occurs.