Checklist for reviewing a Dutch commercial contract

Dutch term: Checklist contractbeoordeling | Legal basis: Book 6/7 BW

When reviewing a Dutch commercial contract, check the following key provisions: (1) parties and authority to sign (verify KvK extract); (2) scope and specifications of the obligations; (3) price, payment terms and indexation; (4) delivery and Incoterms (if applicable); (5) conformity, warranties and acceptance procedures; (6) liability and exoneration clauses (test against article 6:248 BW reasonableness); (7) penalty clauses (assess moderation risk under article 6:94 BW); (8) general terms and conditions (proper incorporation under articles 6:231-6:247 BW, battle of forms risk); (9) term, termination and notice period (reasonable notice for long-term contracts); (10) governing law and CISG opt-out; (11) jurisdiction or arbitration clause; (12) force majeure and hardship; (13) confidentiality; (14) IP ownership and licensing; (15) assignment and change of control.

For each provision, assess whether the Dutch-law default rule works in the client's favour and whether the contractual override is enforceable. Pay particular attention to exoneration clauses (article 6:233 and 6:248 BW), penalty clauses (article 6:94 moderation), and termination provisions (reasonable notice under case law on long-term contracts).

Why it matters for international businesses

For international businesses, a contract review by a Dutch lawyer typically takes 1 to 3 working days and produces a redline on the contract plus a short advisory memo in business language. MAAK Advocaten offers fixed fees for review mandates.