How do general terms and conditions work under Dutch law?

Dutch term: Algemene voorwaarden | Legal basis: Articles 6:231 to 6:247 of the Dutch Civil Code

General terms and conditions (algemene voorwaarden) are standardised contractual provisions that one party uses repeatedly in contracts with various counterparties. Under articles 6:231 to 6:247 of the Dutch Civil Code, they are subject to specific rules on how they must be provided to the counterparty and on when they can be annulled for being unreasonably onerous.

The terms must be effectively provided to the other party before or at the time of contract formation. A bare reference to "our general terms available on request" is rarely sufficient. For online transactions, the terms must be presented in a way the counterparty can read and save before concluding the contract.

Under article 6:233, a term in general conditions can be annulled if it is 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. For B2B contracts, the black and grey lists do not apply directly, but the general reasonableness standard of article 6:233 still does.

The battle of forms (article 6:225(3)) applies a "first shot" rule: the first set of terms referred to in the exchange of offer and acceptance wins, unless the accepting party explicitly rejects them. This is different from many other jurisdictions.

Why it matters for international businesses

General terms that are not properly incorporated can be annulled, leaving the commercial party without the protections it assumed it had. See our Dutch contract law guide for the full framework or contact us for a review of your general terms.