What is the battle of forms under Dutch law?

Dutch term: Battle of forms | Legal basis: Article 6:225(3) of the Dutch Civil Code

The battle of forms arises when both parties to a contract refer to their own general terms and conditions during the formation of the contract. Under article 6:225(3) of the Dutch Civil Code, Dutch law applies a "first shot" rule: the general terms referred to first in the exchange of offer and acceptance prevail, unless the accepting party explicitly rejects them in its acceptance.

The rule works as follows: if the offering party refers to its general terms in the offer, and the accepting party refers to its own terms in the acceptance without explicitly rejecting the terms of the offer, the terms of the offering party apply. An explicit rejection of the other party's terms must be clear and unambiguous; merely referring to one's own terms is not sufficient to reject the other party's terms.

This approach differs from the "last shot" rule applied in some common-law jurisdictions and from the "knock-out" rule used under the CISG and in certain other legal systems. The distinction matters in international supply chain relationships where both sides routinely include references to their own purchase or sales conditions.

Why it matters for international businesses

In cross-border trade with a Dutch counterparty, the party that refers to its terms first in the contractual exchange has a structural advantage under Dutch law. Understanding this rule and drafting accordingly is part of proper Dutch contract law compliance. Contact us for advice on your general terms strategy.