Glossary of Dutch legal terms

This glossary explains the Dutch legal terms that international businesses encounter most often when working with a Dutch law firm on commercial contracts, litigation or product compliance. Each entry gives the Dutch term, the English equivalent, the legal source where applicable, and a short practical explanation of what the term means in the context of Dutch commercial law.

The glossary is organised alphabetically by Dutch term. Entries link to the relevant practice pages on this site where the concept is discussed in more detail. For a comprehensive guide to Dutch contract law, see our Dutch contract law pillar page. For litigation procedure, see our guide to litigation in the Netherlands.

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403-verklaring (declaration of liability in a Dutch group). Read the full article →

A

Advocaat (advocate / attorney). A lawyer registered with the Nederlandse Orde van Advocaten (Dutch Bar Association) who is authorised to represent clients before Dutch courts. Representation by an advocaat is mandatory for civil claims above 25,000 euro before the District Court's civil chamber. See English-speaking business lawyer.

Aansprakelijkheid (liability). The legal obligation to compensate damage caused to another party. Dutch law distinguishes between contractual liability (wanprestatie, article 6:74 BW) and tortious liability (onrechtmatige daad, article 6:162 BW). In supply chain matters the two often overlap. See breach of contract litigation.

Agentuurovereenkomst (commercial agency agreement). A contract under which a self-employed agent negotiates or concludes deals on behalf of a principal, regulated by articles 7:428 to 7:445 of the Dutch Civil Code. The regime is largely mandatory and implements EU Directive 86/653/EEC. See commercial agency lawyer. Read the full article →

Algemene voorwaarden (general terms and conditions). Standardised contractual provisions that one party uses repeatedly. Regulated by articles 6:231 to 6:247 of the Dutch Civil Code. Terms that are not properly provided to the counterparty can be annulled, and unreasonably onerous clauses can be voided under article 6:233. The "battle of forms" rules in article 6:225(3) apply the first-shot rule. See Dutch contract law. Read the full article →

Akte (deed / instrument). A formal written document that records a legal act. In Dutch law, a notarial deed (notariele akte) is required for certain transactions including real estate transfers, B.V. incorporation and the creation of certain security rights. A private deed (onderhandse akte) serves as written evidence of agreements between parties.

Arbitrage (arbitration). Private dispute resolution by one or more arbitrators, resulting in a binding award. The Dutch Arbitration Act is codified in Book 4 of the Dutch Code of Civil Procedure (articles 1020 to 1076). Major institutions include the Netherlands Arbitration Institute (NAI) and the ICC. Awards are enforceable in 170+ states under the New York Convention. See arbitration law firm.

Aandeelhoudersovereenkomst (shareholders agreement under Dutch law). Read the full article →

AI Act (EU AI Act and product compliance). Read the full article →

Aandelenoverdracht B.V. (share transfer in a Dutch B.V.). Read the full article →

Aandelentransactie (verdieping) (acquisition of shares under Dutch law). Read the full article →

ACM (Autoriteit Consument en Markt) (Netherlands Authority for Consumers and Markets). Read the full article →

Anti-suit injunction in the Netherlands (anti-suit injunction under Dutch law). Read the full article →

Aansprakelijkheidsbeperking (liability limitation under Dutch law). Read the full article →

Artikel 6:74 BW (damages for breach (article 6:74 explained)). Read the full article →

Artikel 6:248 BW (good faith in contracts (article 6:248 explained)). Read the full article →

Artikel 6:265 BW (rescission for breach (article 6:265 explained)). Read the full article →

Artikel 7:442 BW (commercial agent goodwill (article 7:442 explained)). Read the full article →

Artikel 2:248 BW (director liability in bankruptcy (article 2:248 explained)). Read the full article →

ATEX-richtlijn compliance (ATEX Directive compliance). Read the full article →

B

Battle of forms (battle of forms / formulierenstrijd). The situation where both parties refer to their own general terms and conditions during contract formation. Dutch law applies a "first shot" rule under article 6:225(3) BW: the terms referred to first prevail unless explicitly rejected. Read the full article →

Bewijslast (burden of proof). Under Dutch civil procedure, the party asserting a fact bears the burden of proving it, unless the law provides otherwise (article 150 Rv). The court has broad discretion in evaluating evidence and may draw adverse inferences from a party's refusal to produce documents. Read the full article →

Buitengerechtelijke incassokosten (extrajudicial collection costs). The fixed recovery costs a creditor is entitled to on top of the principal and statutory interest, calculated under the WIK (Besluit vergoeding voor buitengerechtelijke incassokosten) on a sliding scale starting at 15% of the first 2,500 euro. See debt collection lawyer.

Bedrog (fraud / deceit). A ground for annulment (vernietiging) of a contract under article 3:44(3) BW, where one party intentionally misrepresented facts to induce the other to enter into the contract. See termination of contract. Read the full article →

Beroepsaansprakelijkheidsverzekering (professional indemnity insurance). The insurance that Dutch law firms are required to maintain under the rules of the Nederlandse Orde van Advocaten, covering legal liability arising from the firm's professional services. See legal information.

Besloten vennootschap (B.V.) (private limited company). The most common Dutch corporate form for international businesses. Since the 2012 flex-B.V. reform, there is no minimum capital requirement, and a single shareholder and director suffice. Regulated by Book 2 of the Dutch Civil Code. See corporate law firm. Read the full article →

Bestuurdersaansprakelijkheid (directors' liability). Personal liability of directors towards the company (article 2:9 BW) or towards third parties in tort. In bankruptcy, article 2:248 BW creates a presumption of liability if directors failed to file annual accounts on time. See corporate law firm. Read the full article →

Boetebeding (penalty clause). A contractual clause stipulating a sum payable on breach under article 6:91 of the Dutch Civil Code. Dutch courts have the power to moderate (matigen) the penalty under article 6:94 if the amount is manifestly excessive. See breach of contract litigation. Read the full article →

Burgerlijk Wetboek (BW) (Dutch Civil Code). The codified source of Dutch private law, organised in numbered books. The most relevant for commercial practice are Book 2 (legal persons), Book 6 (obligations and contracts), and Book 7 (specific contract types). See Dutch contract law.

Batterijenverordening (EU Battery Regulation). Read the full article →

Bewijsbeslag (evidence seizure under Dutch law). Read the full article →

Bedrijfsruimtehuur (commercial lease under Dutch law). Read the full article →

Bezwaar (bestuursrecht) (administrative objection). Read the full article →

Beroep (bestuursrecht) (administrative appeal). Read the full article →

Bedrijfsgeheimen (Wbb) (trade secret protection under Dutch law). Read the full article →

Betekening in het buitenland (service of process abroad from the Netherlands). Read the full article →

Berekening goodwillvergoeding (goodwill indemnity calculation). Read the full article →

Betalingstermijnen B2B (B2B payment terms under Dutch law). Read the full article →

B.V. oprichten stap voor stap (incorporating a Dutch B.V. step by step). Read the full article →

Boetebeding opstellen (drafting penalty clauses under Dutch law). Read the full article →

Bouwproductenverordening (CPR) (Construction Products Regulation compliance). Read the full article →

C

Brussels I Recast (Regulation (EU) 1215/2012). The EU regulation on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters. Governs which member state's courts have jurisdiction and abolishes the exequatur procedure for EU judgments. See jurisdiction and forum disputes and enforcement of judgments.

Cassatie (cassation / appeal to the Supreme Court). The procedure by which a judgment of the Court of Appeal is reviewed by the Hoge Raad on points of law only. The Supreme Court does not re-examine factual findings. See litigation in the Netherlands. Read the full article →

CE-markering (CE marking). The manufacturer's declaration that a product complies with all applicable EU harmonised legislation. The CE marking process involves conformity assessment, technical documentation and a declaration of conformity. See product compliance law firm.

CISG (United Nations Convention on Contracts for the International Sale of Goods, Vienna 1980). Automatically governs most cross-border B2B sales of goods between parties in CISG-contracting states. The Netherlands ratified the CISG, and it forms part of Dutch law. A clause stating "Dutch law applies" does not exclude the CISG. See CISG lawyer.

Comparitie (na antwoord) (case management hearing). A hearing at the District Court after the exchange of written submissions, at which the judge asks questions, the parties present oral argument, and settlement is discussed. The central hearing in most Dutch civil litigation.

Conservatoir beslag (pre-judgment attachment / freezing order). A creditor can freeze a debtor's Dutch assets (bank accounts, receivables, real property, shares, movables) on short notice and without prior warning, on the basis of a relatively light plausibility threshold. Regulated by articles 700 and following of the Dutch Code of Civil Procedure. See debt collection lawyer. Read the full article →

CMR-verdrag (CMR Convention in international transport). Read the full article →

CISG opt-out (opting out of the CISG under Dutch law). Read the full article →

Concurrentiebeding (handelsrecht) (non-compete clause in commercial contracts). Read the full article →

Conclusie van antwoord (statement of defence in Dutch proceedings). Read the full article →

Cyber Resilience Act (EU Cyber Resilience Act for digital products). Read the full article →

Collectieve actie / WCAM (Dutch class action). Read the full article →

Consumentenkoop (consumer purchase under Dutch law). Read the full article →

Corporate governance code (Dutch Corporate Governance Code). Read the full article →

CBAM (Carbon Border Adjustment Mechanism). Read the full article →

CSDDD (Corporate Sustainability Due Diligence Directive). Read the full article →

CSRD (Corporate Sustainability Reporting Directive). Read the full article →

Completion accounts vs locked box (purchase price mechanisms in Dutch M&A). Read the full article →

Concentratietoezicht (merger control in the Netherlands). Read the full article →

Consumentenbescherming online verkoop (consumer protection for online sales). Read the full article →

CE-markering checklist (checklist for CE marking compliance). Read the full article →

CISG opt-out clausule opstellen (drafting a CISG opt-out clause). Read the full article →

Contractbeoordeling checklist (checklist for Dutch contract review). Read the full article →

Cosmeticaverordening compliance (Cosmetics Regulation compliance). Read the full article →

D

Conformiteit (conformity of goods). Under article 7:17 BW, goods conform to the contract if they have the characteristics the buyer was entitled to expect. The buyer must notify the seller of non-conformity within a reasonable time under article 7:23 BW or lose the right to claim. See purchase agreement lawyer. Read the full article →

Derogerende werking (derogatory effect of reasonableness and fairness). The power of a Dutch court under article 6:248(2) BW to set aside a contractual provision whose application would be unacceptable by the standards of reasonableness and fairness. The threshold is high in commercial cases but the power is real. See Dutch contract law.

Dagvaarding (summons / writ of summons). The formal document that initiates most civil proceedings in the Netherlands. It sets out the facts, the legal grounds and the relief sought, and is served on the defendant by a bailiff (deurwaarder). See litigation in the Netherlands. Read the full article →

Deurwaarder (bailiff / process server). A judicial officer who serves legal documents, executes court judgments, and carries out attachments. Required for formal service of summons and for enforcement of judgments. Read the full article →

Distributieovereenkomst (distribution agreement). A contract under which a distributor buys goods from a supplier and resells them in its own name and for its own account. Not governed by a specific statutory regime (unlike agency), but subject to general Dutch contract law and EU competition law (VBER). See distribution agreement lawyer. Read the full article →

Duurovereenkomst (continuing / long-term contract). A contract for an indefinite or extended period. Dutch Supreme Court case law requires a reasonable notice period for termination of long-term commercial relationships, even if the contract is silent. See termination of contract. Read the full article →

Dwaling (mistake / error). A ground for annulment (vernietiging) of a contract under article 6:228 BW, where the contract was concluded under a fundamental misunderstanding that the other party caused or should have corrected. See termination of contract. Read the full article →

Dwangsom (periodic penalty payment / astreinte). A court-ordered penalty of a specified amount per day or per violation, imposed to compel compliance with a specific performance order under article 611a of the Dutch Code of Civil Procedure. See breach of contract litigation. Read the full article →

Deponeringsplicht jaarrekening (annual accounts filing requirements). Read the full article →

Derdenbeslag (third-party seizure). Read the full article →

Deskundigenbericht (expert evidence in Dutch proceedings). Read the full article →

Digitaal productpaspoort (EU digital product passport). Read the full article →

Douanecompliance (customs compliance for importing into the Netherlands). Read the full article →

Drag-along regeling (drag-along right in shareholders agreements). Read the full article →

Decharge (discharge of directors). Read the full article →

Dienstverleningsovereenkomst (service agreement under Dutch law). Read the full article →

DPA / Verwerkersovereenkomst (data processing agreement under Dutch law). Read the full article →

Due diligence (M&A) (due diligence in Dutch M&A transactions). Read the full article →

Digitale overeenkomsten (digital contracts under Dutch law). Read the full article →

Doorbraak aansprakelijkheid (corporate veil piercing under Dutch law). Read the full article →

Dagvaardingsprocedure starten (filing a court case in the Netherlands). Read the full article →

Distributieovereenkomst opzeggen (terminating a Dutch distribution agreement). Read the full article →

Drukapparatuurrichtlijn compliance (Pressure Equipment Directive compliance). Read the full article →

E

Exequatur (exequatur / leave for enforcement). The judicial procedure by which a foreign judgment or arbitral award is declared enforceable in the Netherlands. Abolished for EU judgments under Brussels I Recast, but still required for non-EU judgments (Gazprombank route) and for arbitral awards under the New York Convention (article 1075 Rv). See enforcement of judgments.

Executoriaal beslag (enforcement attachment). Seizure of a debtor's assets on the basis of an enforceable title (grossier), as opposed to conservatoir beslag which is pre-judgment. Follows the rules in Book 2 of the Dutch Code of Civil Procedure. See enforcement of judgments. Read the full article →

Executoriale titel (enforceable title). A document that authorises enforcement through a bailiff, including court judgments bearing the executorial formula (grossier), notarial deeds, and arbitral awards with exequatur. See enforcement of judgments. Read the full article →

Eigendomsvoorbehoud (retention of title). A clause under article 3:92 of the Dutch Civil Code that allows the seller to retain ownership of goods until the buyer has paid in full. Effective in the buyer's insolvency if properly drafted. See purchase agreement lawyer. Read the full article →

Exceptio non adimpleti contractus (right of suspension). The right of a party to suspend its own performance when the counterparty fails to perform, under article 6:262 BW. Must be proportional and in good faith. See breach of contract litigation. Read the full article →

Eis in reconventie (counterclaim in Dutch proceedings). Read the full article →

Enqueteprocedure (inquiry proceedings at the Enterprise Chamber). Read the full article →

EPR (uitgebreide producentenverantwoordelijkheid) (extended producer responsibility under EU law). Read the full article →

Escrow (escrow arrangements under Dutch law). Read the full article →

Eigen schuld (contributory negligence under Dutch law). Read the full article →

Erkenning buitenlandse vonnissen (recognition of foreign judgments). Read the full article →

Europees betalingsbevel (European Payment Order). Read the full article →

Europese procedure geringe vorderingen (European Small Claims Procedure). Read the full article →

Exhibitieplicht (exhibit obligation under Dutch law). Read the full article →

Ecodesign-verordening (EU Ecodesign Regulation). Read the full article →

EUDR (EU Deforestation Regulation). Read the full article →

Earnout (earnout clauses under Dutch law). Read the full article →

EU-conformiteitsverklaring (EU Declaration of Conformity). Read the full article →

EU-typeonderzoek (module B, verdieping) (EU type-examination procedure). Read the full article →

F

Faillissement (bankruptcy / insolvency). The judicial declaration that a debtor has ceased paying its debts. Filed by creditors or the debtor itself with the District Court. A bankruptcy petition can be used as a collection tool for undisputed claims, but not for genuinely disputed debts. See debt collection lawyer. Read the full article →

Fatale termijn (fixed deadline / fatal term). A contractual or statutory deadline whose expiry automatically puts the debtor in default (verzuim) without the need for a notice of default (ingebrekestelling). One of the exceptions to the general ingebrekestelling requirement. See breach of contract litigation.

Forumkeuze (choice of court / forum selection). A contractual clause designating the court or courts that have jurisdiction over disputes. Regulated within the EU by article 25 of Brussels I Recast. See jurisdiction and forum disputes and international contracting.

Franchiseovereenkomst (franchise agreement). Regulated since 1 January 2021 by the Wet franchise (articles 7:911 to 7:922 BW), which imposes pre-contractual disclosure, a four-week standstill period, consent requirements for material formula changes, and limits on post-contractual non-competes. Applies regardless of the franchisor's nationality. See franchise lawyer. Read the full article →

Forumkeuzebeding (forum selection clause). Read the full article →

Forced Labour Regulation (EU Forced Labour Regulation). Read the full article →

Forumkeuze NCC (choosing the Netherlands Commercial Court). Read the full article →

G

Gerechtshof (Court of Appeal). The second-instance court in the Netherlands. There are four Courts of Appeal. Appeals from District Court judgments are heard by the gerechtshof.

GPSR (General Product Safety Regulation, Regulation (EU) 2023/988). The EU baseline safety regulation for consumer products, in force from 13 December 2024. Replaces the earlier General Product Safety Directive and expands obligations for economic operators and online marketplaces. See product compliance law firm.

Goodwillvergoeding (goodwill indemnity). The compensation payable to a commercial agent on termination under article 7:442 BW, capped at one year's average remuneration. Mandatory under EU Directive 86/653/EEC, even where the contract is governed by non-EU law (CJEU, Ingmar, Case C-381/98). See commercial agency lawyer.

Griffierecht (court fee). The fee paid to the court when filing a case. Amounts depend on the claim value and party status (individual or legal entity). See litigation in the Netherlands. Read the full article →

Grossier (enforceable copy). The official copy of a court judgment bearing the executorial formula, which authorises enforcement through a bailiff. See enforcement of judgments.

Garantieclausule (warranty clauses in Dutch commercial contracts). Read the full article →

Geheimhoudingsbeding (confidentiality clauses under Dutch law). Read the full article →

Getuigenverklaring (witness testimony in Dutch proceedings). Read the full article →

Gezag van gewijsde (res judicata under Dutch law). Read the full article →

Goodwillvergoeding handelsagent (goodwill indemnity for commercial agents). Read the full article →

Greenwashing (green claims and greenwashing under EU law). Read the full article →

Gazprombank-arrest (enforcement of non-EU judgments). Read the full article →

Geheimhoudingsovereenkomst / NDA (non-disclosure agreement). Read the full article →

Garanties en verklaringen (M&A) (representations and warranties under Dutch law). Read the full article →

Grensoverschrijdende fusie (cross-border merger under Dutch law). Read the full article →

Garantie- en vrijwaringsclaims (M&A) (warranty and indemnity claims in M&A). Read the full article →

Gemachtigde vertegenwoordiger (EU) (EU authorised representative). Read the full article →

Groene claims onderbouwing (green claims substantiation). Read the full article →

Grensoverschrijdende incasso (cross-border debt collection). Read the full article →

H

Handelsrente (statutory commercial interest). The interest that applies automatically to overdue B2B commercial payments under articles 6:119a and 6:119b BW, implementing the EU Late Payment Directive (2011/7/EU). Rate set by ECB reference rate plus statutory margin. See debt collection lawyer.

Hoofdelijkheid (joint and several liability). The situation where two or more debtors are each individually liable for the full amount of an obligation, under article 6:6 BW. The creditor can claim the full amount from any one of them. Commonly agreed in guarantees, shareholders agreements and multi-party supply contracts.

Haviltex (Haviltex standard). The Dutch Supreme Court interpretation standard (HR 13 maart 1981), under which a contract is interpreted not by its literal text alone but by the meaning the parties could reasonably attribute to the provisions in the circumstances. Considers negotiation history, subsequent conduct, trade usage and party expertise. See Dutch contract law. Read the full article →

Hoge Raad (Dutch Supreme Court). The highest court in the Netherlands for civil and criminal matters, seated in The Hague. Reviews only questions of law, not factual findings. See litigation in the Netherlands.

Handelssancties en exportcontrole (trade sanctions and export control). Read the full article →

Hoger beroep (appeal in Dutch civil proceedings). Read the full article →

Handelsrente (contractueel) (contractual interest under Dutch law). Read the full article →

Handelsregister (Dutch Commercial Register (KvK)). Read the full article →

Haviltex-arrest (Haviltex judgment on contract interpretation). Read the full article →

Hardship / onvoorziene omstandigheden (hardship clause under Dutch law). Read the full article →

Handhaving boetebedingen (enforcement of contractual penalties). Read the full article →

Handelsrente berekenen (calculating Dutch statutory interest). Read the full article →

I

IPR (internationaal privaatrecht / private international law). The body of rules that determines which national law governs a cross-border legal relationship and which court has jurisdiction. In the Netherlands, IPR is codified in Book 10 BW and supplemented by EU regulations (Rome I, Brussels I Recast). See jurisdiction and forum disputes.

Incasso (debt collection / recovery). The process of collecting overdue commercial payments. Dutch law provides statutory commercial interest (handelsrente) and fixed recovery costs (WIK) automatically. Combined with conservatoir beslag and kort geding, Dutch commercial debt collection is among the most creditor-friendly frameworks in Europe. See debt collection lawyer.

Incoterms (International Commercial Terms). The ICC rules that allocate delivery, risk, cost and customs responsibility between seller and buyer in international trade. They do not cover payment, ownership transfer or remedies for breach. See international trade law firm. Read the full article →

Ingebrekestelling (notice of default / formal demand). A written notice from the creditor to the debtor stating that the debtor has failed to perform, specifying the performance required, and granting a reasonable period. Required under articles 6:81 to 6:83 BW to put the debtor in default (verzuim) before damages and rescission become available. See breach of contract litigation. Read the full article →

Ingmar-arrest (CJEU Case C-381/98, Ingmar GB Ltd v Eaton Leonard Technologies Inc). The landmark ruling that the goodwill indemnity protections of EU Directive 86/653/EEC are mandatory EU law, applying to agents operating within the EU even where the agency contract is governed by non-EU law. See commercial agency lawyer.

Ingmar-arrest (CJEU ruling on commercial agent goodwill). Read the full article →

Internationale koop (international sale of goods). Read the full article →

Intentieovereenkomst / LOI (letter of intent under Dutch law). Read the full article →

Intellectueel eigendom in contracten (IP in Dutch commercial contracts). Read the full article →

J

Joint venture overeenkomst (joint venture agreement under Dutch law). Read the full article →

K

Koopovereenkomst (purchase agreement / sale of goods contract). Regulated by Title 1 of Book 7 BW, starting at article 7:1. For cross-border B2B sales, the CISG often applies instead. Key provisions: conformity (article 7:17), notice of defect (article 7:23), passing of risk (article 7:10). See purchase agreement lawyer.

Kamer van Koophandel (KvK) (Chamber of Commerce). The Dutch Trade Register where all companies and branches must be registered. MAAK Advocaten is registered under KvK number 75953668.

Kantonrechter (cantonal judge / sub-district judge). The judge in the Cantonal Division of the District Court, hearing claims up to 25,000 euro, employment disputes, residential tenancy matters and consumer cases. Legal representation is optional before the kantonrechter. See litigation in the Netherlands.

Klachtenregeling (complaints procedure). The internal complaint procedure that Dutch law firms are required to operate under the rules of the Nederlandse Orde van Advocaten. See legal information.

Kort geding (summary proceedings / preliminary relief). Accelerated proceedings before the voorzieningenrechter that deliver a provisional judgment within weeks. Available when the claimant has an urgent interest. The ruling is immediately enforceable. See summary proceedings lawyer. Read the full article →

Klachtplicht (notification of defect under Dutch sale of goods law). Read the full article →

Ketenaansprakelijkheid (chain liability under Dutch law). Read the full article →

Ketenonderzoek / supply chain due diligence (supply chain due diligence). Read the full article →

L

Lis pendens (parallel proceedings / aanhangigheid). The situation where proceedings involving the same cause of action and same parties are pending before courts in different states. Under article 29 of Brussels I Recast, the court seized second must stay proceedings in favour of the first. See jurisdiction and forum disputes.

Letselschade (personal injury damages). Damages for physical harm suffered. Distinguished from vermogensschade (patrimonial loss) under article 6:95 BW. In the MAAK practice context, personal injury arises mainly in product liability claims rather than in pure contract disputes.

Liquidatietarief (standardised cost reimbursement tariff). The official tariff used by Dutch courts to calculate the losing party's contribution to the winning party's legal costs. Typically covers only a fraction (10-40%) of actual fees. See litigation in the Netherlands.

Leaseovereenkomst (lease agreements under Dutch law). Read the full article →

Leveringsovereenkomst (supply agreement under Dutch law). Read the full article →

Licentieovereenkomst (licensing agreement under Dutch law). Read the full article →

Loonbeslag (garnishment of wages under Dutch law). Read the full article →

Luchtvervoerclaims (air transport claims under Dutch law). Read the full article →

M

Matiging (moderation / reduction). The power of Dutch courts to reduce a contractual penalty if the amount is manifestly excessive, under article 6:94 BW. Also applied to claims for excessive damages in certain circumstances. See breach of contract litigation.

Misbruik van omstandigheden (abuse of circumstances / undue influence). A ground for annulment of a contract under article 3:44(4) BW, where one party exploited the other's state of dependency, emergency, recklessness or inexperience to obtain an agreement. See termination of contract. Read the full article →

Mediation (mediation). Voluntary, non-binding dispute resolution facilitated by a neutral mediator. Dutch courts actively encourage parties to attempt mediation before or during civil proceedings. Not regulated by statute in the Netherlands, but increasingly common in commercial disputes. See litigation in the Netherlands. Read the full article →

Markttoezichtverordening (EU Market Surveillance Regulation). Read the full article →

MAC-clausule (material adverse change clause). Read the full article →

Minderheidsaandeelhouders bescherming (minority shareholder protection). Read the full article →

MDR compliance (Medical Devices Regulation compliance). Read the full article →

N

Nakoming (performance / specific performance). The right to demand that the other party actually performs its contractual obligations, under article 3:296 BW. Courts may reinforce a performance order with a dwangsom. See breach of contract litigation.

NVWA (Nederlandse Voedsel- en Warenautoriteit / Netherlands Food and Consumer Product Safety Authority). The primary Dutch market surveillance authority for consumer product safety and many sector-specific EU product frameworks. Handles enforcement actions including requests for technical documentation, withdrawal orders, recalls and administrative fines. See product compliance law firm.

Naamloze vennootschap (N.V.) (public limited company). The Dutch corporate form used for larger companies and listed entities. Requires a minimum share capital of 45,000 euro. Less commonly used by international businesses entering the Netherlands than the B.V.

Netherlands Commercial Court (NCC). A chamber of the Amsterdam District Court that conducts proceedings in English for international commercial disputes where the parties have agreed to its jurisdiction. Established in 2019. See litigation in the Netherlands.

Nederlandse Orde van Advocaten (NOvA) (Dutch Bar Association). The professional body supervising all Dutch advocates. Sets the rules on conduct, continuing education, complaints procedures and professional indemnity insurance. See legal information.

Nietigheid (nullity of a contract under Dutch law). Read the full article →

Notified body (notified body in EU product law). Read the full article →

Nakoming (specifiek) (specific performance under Dutch law). Read the full article →

NVWA-handhaving reactie (responding to NVWA enforcement). Read the full article →

O

Overeenkomst (agreement / contract). Under article 6:213 BW, a multilateral juridical act whereby one or more parties assume an obligation towards one or more other parties. Dutch law does not generally require written form for the validity of commercial contracts. See Dutch contract law.

Overmacht (force majeure). A circumstance that prevents performance and that cannot be attributed to the debtor, under article 6:75 BW. Relieves the debtor from liability for damages but does not by itself terminate the contract. Often supplemented by a contractual force majeure clause. See international contracting. Read the full article →

Onrechtmatige daad (tort / wrongful act). The Dutch tort standard under article 6:162 BW: a person who commits a wrongful act towards another that is attributable to them must compensate the resulting damage. Covers violations of a right, acts or omissions contrary to a legal duty, or acts contrary to unwritten standards of proper social conduct. Relevant in product liability, unfair competition and supply chain disputes. Read the full article →

Ondernemingskamer (Enterprise Chamber). A specialised chamber of the Amsterdam Court of Appeal that handles corporate governance disputes, inquiry proceedings, and shareholder conflicts. Read the full article →

Ontbinding (rescission / dissolution). Statutory termination of a contract for breach under article 6:265 BW. Releases both parties from future obligations and triggers restitution. Requires sufficiently serious breach and, usually, a prior notice of default. See termination of contract. Read the full article →

Opzegging (termination for convenience / notice). Contractual termination that ends the contract from the date of termination forward, without retroactive effect. For indefinite-term contracts, a reasonable notice period is required under Dutch case law. See termination of contract.

Oneerlijke handelspraktijken (unfair commercial practices under Dutch law). Read the full article →

Oprichting B.V. (incorporating a Dutch B.V.). Read the full article →

Onverschuldigde betaling (undue payment under Dutch law). Read the full article →

Opdracht (overeenkomst van) (mandate agreement under Dutch law). Read the full article →

Opzegging (beeindiging) (termination for convenience under Dutch law). Read the full article →

OEM-overeenkomst (OEM agreement under Dutch law). Read the full article →

Oneerlijke mededinging (unfair competition under Dutch law). Read the full article →

Onrechtmatig handelen jegens contractspartij (tortious interference). Read the full article →

Onrechtmatige opzegging (unjust termination of commercial relationship). Read the full article →

Ondernemingsraad (works council under Dutch law). Read the full article →

Onrechtmatige daad (verdieping) (wrongful act under Dutch tort law). Read the full article →

Overgang van onderneming (transfer of undertaking under Dutch law). Read the full article →

Online marktplaats verplichtingen (online marketplace obligations). Read the full article →

Opzegtermijn distributieovereenkomst (distribution termination notice period). Read the full article →

P

Pandrecht (pledge / security right over movables or receivables). A security right created under Book 3 BW that gives the pledgee a preferential right to the pledged asset if the debtor defaults. Used in financing arrangements and in supply chain security structures alongside retention of title. Read the full article →

Pauliana (actio pauliana / fraudulent conveyance). The right of a creditor or bankruptcy trustee to avoid legal acts by the debtor that were performed with the knowledge that they would prejudice creditors, under article 3:45 BW (outside bankruptcy) or article 42 of the Bankruptcy Act (in bankruptcy).

Precontractuele aansprakelijkheid (pre-contractual liability). Liability arising from breaking off advanced negotiations without proper justification. Developed in the landmark Plas/Valburg case (HR 18 June 1982). Can trigger liability for the other party's reliance costs or lost profits. Read the full article →

Productaansprakelijkheid (product liability). Strict liability of manufacturers for damage caused by defective products. Currently governed by the Dutch implementation of the original Product Liability Directive (85/374/EEC), to be replaced by the new Product Liability Directive (2024/2853) from 9 December 2026. See product compliance law firm. Read the full article →

Product recall (product recalls under Dutch and EU law). Read the full article →

Plas/Valburg (pre-contractual good faith doctrine). Read the full article →

Proportionaliteit (proportionality in Dutch contract law). Read the full article →

PFAS-beperkingen (PFAS restrictions under EU law). Read the full article →

Prijsindexatieclausule (price indexation clause). Read the full article →

Productaansprakelijkheidsverzekering (product liability insurance). Read the full article →

Provisie handelsagent (commercial agent commission). Read the full article →

Productconformiteit (EU) (product conformity under EU law). Read the full article →

Parallelimport (parallel imports under Dutch and EU law). Read the full article →

Post-market surveillance (verdieping) (post-market surveillance). Read the full article →

Precontractuele onderhandelingen (verdieping) (pre-contractual negotiations). Read the full article →

Productcertificering (product certification under EU law). Read the full article →

Productveiligheidsverplichtingen (product safety obligations). Read the full article →

Product recall coordinatie (product recall coordination). Read the full article →

PBM-verordening compliance (PPE Regulation compliance). Read the full article →

R

Recall (product recall / terugroepactie). The procedure by which a product is withdrawn from end users because of a safety issue. Can be voluntary or mandatory (ordered by the NVWA or another market surveillance authority). Triggers regulatory, commercial and insurance questions simultaneously. See product compliance law firm.

Rechtskeuze (choice of law / governing law clause). A contractual clause designating which national law governs the contract. Within the EU, choice of law for contractual obligations is governed by the Rome I Regulation (Regulation (EC) 593/2008). See international contracting.

Rechtsgebiedenregister (practice areas register). The central register maintained by the Nederlandse Orde van Advocaten in which each Dutch advocate must declare the areas of law in which they practise. Compliance with continuing education requirements is monitored per registered area. See legal information.

Rechtbank (District Court). The first-instance court in the Netherlands. There are eleven District Courts. Most commercial disputes are heard by the civil chamber of the District Court. See litigation in the Netherlands.

Redelijkheid en billijkheid (reasonableness and fairness / good faith). The overarching duty under article 6:248 BW that supplements and, in extreme cases, limits contractual obligations. The derogatory effect (derogerende werking) allows Dutch courts to set aside even clearly drafted terms that produce unacceptable outcomes. See Dutch contract law. Read the full article →

Rome I (Regulation (EC) 593/2008). The EU regulation on the law applicable to contractual obligations. Allows parties to choose the governing law of their contract and provides default rules where no choice is made. See international contracting.

Raamovereenkomst (framework agreements under Dutch law). Read the full article →

REACH (REACH regulation and product compliance). Read the full article →

Regresvordering (right of recourse under Dutch law). Read the full article →

RoHS (RoHS Directive and product compliance). Read the full article →

Risicoaansprakelijkheid (risk liability under Dutch law). Read the full article →

Rechtskeuze (overzicht) (choice of law clause). Read the full article →

Regres en vrijwaring in de keten (recourse and indemnity in supply chains). Read the full article →

Rente over schadevergoeding (interest on damages under Dutch law). Read the full article →

Retentierecht (right of retention under Dutch law). Read the full article →

Regulatory sandbox (regulatory sandbox for innovative products). Read the full article →

Reageren op dagvaarding (responding to a Dutch summons). Read the full article →

S

Sommatie (formal demand / summons to pay). A written demand for payment, often the first step in commercial debt collection. Distinct from the ingebrekestelling (notice of default) but frequently combined with it. See debt collection lawyer.

Statuten (articles of association). The constitutional document of a Dutch B.V. or N.V., executed by notarial deed. Covers share capital, transfer restrictions, board composition, general meeting powers and dividend policy. See corporate law firm. Read the full article →

Schadevergoeding (damages / compensation). The monetary compensation for loss caused by breach of contract (article 6:74 BW) or tort (article 6:162 BW). Dutch law covers actual loss (schade) and lost profits (gederfde winst) under article 6:96 BW. The court may estimate damages where exact calculation is impossible (article 6:97 BW). See breach of contract litigation. Read the full article →

Service Level Agreement (SLA) (service level agreements under Dutch law). Read the full article →

Surseance van betaling (surseance of payment in the Netherlands). Read the full article →

Schadestaatprocedure (damages assessment proceeding). Read the full article →

Schikking (settlement in Dutch proceedings). Read the full article →

Subrogatie (subrogation under Dutch law). Read the full article →

SaaS-overeenkomst (SaaS agreement under Dutch law). Read the full article →

Samenwerkingsovereenkomst (cooperation agreement under Dutch law). Read the full article →

Squeeze-out / uitkoopprocedure (squeeze-out procedure under Dutch law). Read the full article →

Battle of forms (praktijk, verdieping) (battle of forms in practice). Read the full article →

Speelgoedrichtlijn compliance (Toy Safety Directive compliance). Read the full article →

T

Tekortkoming (failure to perform / breach). Any failure by a party to fulfil a contractual obligation, under article 6:74 BW. Triggers the debtor's liability for damages if the failure is attributable. See breach of contract litigation.

Toepasselijk recht (applicable law / governing law). The national law that governs a legal relationship. For contracts, determined by party choice or, in the absence of choice, by the default rules of the Rome I Regulation. See international contracting.

Tag-along regeling (tag-along right in shareholders agreements). Read the full article →

Tussenvonnis (interlocutory judgment under Dutch law). Read the full article →

Turboliquidatie (turbo liquidation of a Dutch B.V.). Read the full article →

Technisch dossier (EU) (technical documentation for EU products). Read the full article →

Totstandkoming overeenkomst (verdieping) (contract formation requirements). Read the full article →

Transportschadeclaims (verdieping) (transport damage claims). Read the full article →

Termination checklist (checklist for terminating a commercial relationship). Read the full article →

Tijdlijn civiele procedure (timeline of Dutch civil proceedings). Read the full article →

V

VBER (Vertical Block Exemption Regulation, Regulation (EU) 2022/720). The EU regulation providing a safe harbour for vertical agreements (including distribution, agency and franchise) up to a 30% market share threshold, subject to a list of hardcore restrictions including resale price maintenance and certain territorial/customer restrictions. See distribution agreement lawyer.

Vaststellingsovereenkomst (settlement agreement). A contract under article 7:900 BW by which parties resolve or prevent a dispute by binding themselves to a determination of their legal relationship. Commonly used to formalise the terms of a negotiated settlement. See Dutch contract law. Read the full article →

Verjaring (limitation / prescription). The expiry of a right of action after a defined period. The standard limitation period for contractual claims is five years from the date the claim became due (article 3:307 BW). Specific shorter or longer periods apply to certain claim types. Read the full article →

Vernietiging (annulment / avoidance). The invalidation of a contract that was defective at formation (dwaling, bedrog, bedreiging, misbruik van omstandigheden). Treats the contract as if it never validly existed. See termination of contract.

Verzuim (default). The procedural state of being in default. A debtor is generally in verzuim after receiving an ingebrekestelling and failing to perform within the given period, or automatically if a fixed deadline has passed. Verzuim is a prerequisite for claiming damages and invoking rescission. See breach of contract litigation.

Voorzieningenrechter (preliminary relief judge). The specialised judge at the District Court who handles summary proceedings (kort geding) and decides on applications for pre-judgment attachment. See summary proceedings lawyer.

Verrekening (set-off under Dutch law). Read the full article →

Verstekvonnis (default judgment under Dutch law). Read the full article →

Vertegenwoordiging rechtspersonen (representation of Dutch companies). Read the full article →

Verzet (opposition proceedings under Dutch law). Read the full article →

VBER (Vertical Block Exemption Regulation). Read the full article →

Vernietiging (annulment) (annulment of contract under Dutch law). Read the full article →

Voorlopig getuigenverhoor (preliminary witness hearing). Read the full article →

Voorlopige voorziening (bestuursrecht) (provisional relief in administrative law). Read the full article →

Verpakkingenverordening (PPWR) (EU Packaging and Packaging Waste Regulation). Read the full article →

Verklaring voor recht (declaratory judgment under Dutch law). Read the full article →

Vertragingsrente (penalty interest on late payments). Read the full article →

Vervroegde opeisbaarheid (acceleration clause under Dutch law). Read the full article →

Vereffening (liquidation of a Dutch company). Read the full article →

Vonnis executeren in NL (how to) (enforcing a foreign judgment in the Netherlands). Read the full article →

Voorbereiding comparitie (preparing for a Dutch court hearing). Read the full article →

U

Uitvoerbaar bij voorraad (provisionally enforceable). A court declaration that a judgment can be enforced immediately, even if the losing party appeals. Standard in most commercial kort geding rulings and frequently requested in regular merits judgments. Allows the winning party to proceed with enforcement without waiting for appeal. See summary proceedings lawyer.

W

Wanprestatie (breach of contract / non-performance). An attributable failure to perform a contractual obligation. The colloquial term for the concept regulated by articles 6:74 to 6:83 BW. See breach of contract litigation. Read the full article →

WIK (Besluit vergoeding voor buitengerechtelijke incassokosten). The Dutch decree that sets the statutory scale for extrajudicial collection costs: 15% on the first 2,500 euro, 10% on 2,500-5,000, 5% on 5,000-10,000, 1% on 10,000-200,000, and 0.5% above that, with a minimum of 40 euro and a cap of 6,775 euro. See debt collection lawyer.

Wettelijke rente (statutory interest). Ordinary statutory interest under article 6:119 BW (currently 4%) or statutory commercial interest under article 6:119a BW (currently over 10%). Applies automatically to overdue payments. See debt collection lawyer. Read the full article →

Wet franchise (Dutch Franchise Act). The statutory regime for franchise relationships in the Netherlands, in force since 1 January 2021, codified in articles 7:911 to 7:922 BW. Applies regardless of the franchisor's nationality or the governing law chosen. See franchise lawyer.

Wet franchise (overzicht) (Dutch Franchise Act overview). Read the full article →

WEEE-richtlijn (WEEE Directive). Read the full article →

Werkgeversaansprakelijkheid (6:170) (employer liability for employees). Read the full article →

W&I verzekering (warranty and indemnity insurance in Dutch M&A). Read the full article →

Z

Zorgplicht (duty of care). A general duty to act with reasonable care towards others. In Dutch commercial law, the zorgplicht applies in various contexts: directors' duties towards the company and its creditors, professional service providers towards their clients, and financial institutions towards their customers. The scope and intensity of the duty depends on the parties' respective expertise and the nature of the relationship.

Zekerheidsrechten (security rights under Dutch law). Read the full article →

Zeevervoerclaims (maritime transport claims). Read the full article →

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