What are the rules on unfair contract terms under Dutch law?

Dutch term: Onredelijk bezwarende bedingen | Legal basis: Articles 6:233-6:237 BW

Under articles 6:233 to 6:237 of the Dutch Civil Code, clauses in general terms and conditions can be annulled if they are unreasonably onerous (onredelijk bezwarend) to the other party. For consumer contracts, the Dutch Civil Code contains a black list (article 6:236) of clauses that are always unreasonably onerous and a grey list (article 6:237) of presumptively unfair terms.

The black list includes clauses that deprive the consumer of essential rights (such as the right to rescind for breach) or that give the user unrestricted unilateral powers (such as the right to change the price after contract formation). The grey list includes clauses that shift the burden of proof to the consumer, impose excessive penalties, or allow unreasonably long contract terms. For B2B contracts, the black and grey lists do not apply directly, but the general reasonableness test of article 6:233 still applies.

Why it matters for international businesses

For international businesses using general terms and conditions with Dutch counterparties, the black and grey lists provide a concrete checklist of provisions that require careful drafting or modification.