International contracting under Dutch law

MAAK Advocaten drafts, negotiates and reviews international commercial contracts for businesses trading across borders. International contracting is a distinct discipline within contract law: a contract with parties in two different jurisdictions has to answer questions that a purely domestic contract does not, and the drafting reflects that. Our international contracting practice focuses on getting those questions right at the drafting stage, so that the contract does what the client expects even if something later goes wrong.

For our clients, international contracting typically sits at the intersection of Dutch law and one or more foreign legal systems. A Dutch manufacturer selling into Germany on German purchase orders. A US technology company licensing software to a Dutch reseller. A French distributor taking on products from a Dutch supplier for the EU market. A Turkish manufacturer shipping to a Dutch importer under a framework supply agreement. Each of these has its own mix of governing law, jurisdiction, language and commercial expectations, and none of them is well served by a domestic contract template with a choice of law clause pasted on at the end.

This page explains the drafting issues that matter most in international contracting, how we approach them in practice, and how MAAK Advocaten works with international clients on cross-border contract work.

Governing law: more than a line at the bottom

The governing law clause is usually the single most important provision in an international contract, and the one that is most often drafted on autopilot. For a well-drafted international contract under Dutch law, the governing law clause should reflect a conscious choice about which legal system will apply to which questions, and should be tested against the specific issues the contract is likely to produce.

Within the European Union, choice of law for contractual obligations is governed by the Rome I Regulation (Regulation (EC) No 593/2008). Article 3 of Rome I allows the parties to choose any national law to govern their contract, whether or not that law has a connection to the parties or the transaction. The choice can be express or implied, and it can be made for the whole contract or for only parts of it. Outside the EU context, most jurisdictions recognise choice of law clauses in commercial contracts as a matter of general private international law.

Two practical traps come up often in international contracting with a Dutch party. First, a clause that reads "This contract is governed by Dutch law" does not, by itself, exclude the United Nations Convention on Contracts for the International Sale of Goods (CISG), because the CISG is part of Dutch law and applies automatically to cross-border sales of goods between CISG-contracting states. If the parties want Dutch domestic sales law instead of the CISG, the exclusion has to be explicit. See our CISG lawyer page for the drafting template and the mechanics. Second, a choice of non-Dutch law does not escape the mandatory rules of Dutch law where they apply to an agent or franchisee operating in the Netherlands. The Commercial Agency page and the Franchise page explain these mandatory overrides in more detail.

Jurisdiction: where the dispute will actually be heard

The jurisdiction clause determines where a dispute will be heard if the contract ends up in front of a court. Getting the jurisdiction clause right is at least as important as getting the governing law right, because the two do not always match.

For contracts with parties in EU member states, jurisdiction is governed by Brussels I Recast (Regulation (EU) No 1215/2012). Article 25 of Brussels I Recast allows parties to agree on the jurisdiction of a specific court or the courts of a specific member state, and strengthens the protection of exclusive choice of court clauses against forum-shopping tactics. For international contracts with parties outside the EU, the 2005 Hague Convention on Choice of Court Agreements provides a similar framework among its contracting states.

Practical points that we discuss with clients at the drafting stage include whether the jurisdiction should be exclusive or non-exclusive, whether it should be a specific named court (Amsterdam District Court, Netherlands Commercial Court) or a general designation (the courts of the Netherlands), how it interacts with any arbitration or alternative dispute resolution clause, and what happens if the contract is assigned or novated. For international parties trading with a Dutch counterparty, the Netherlands Commercial Court is often the best choice because it conducts proceedings in English and applies modern case management to cross-border commercial matters.

Language: the working language of the contract and the proceedings

Language is a drafting question, not just a translation question. The language of an international contract affects how the contract is interpreted, how disputes are conducted, and how the parties actually read and use the document in their day-to-day business.

The vast majority of the international contracts we draft are in English, because that is the working language of most of our clients and their counterparties. For DACH-region clients, German is equally common. Dutch is the working language for contracts between Dutch parties and in some cases for filings before Dutch authorities. When a contract exists in two or more language versions, the contract should specify which version prevails in case of conflict, and the drafting should be aligned in both languages to avoid unintended discrepancies. A bilingual contract with a prevailing language clause and diverging wording in the two versions is a common source of disputes.

For dispute resolution, language has a direct procedural effect. Proceedings at the Netherlands Commercial Court run in English. Proceedings at the regular Dutch District Courts run in Dutch, and foreign-language documents must be accompanied by certified translations. Arbitration language is set by the parties, typically in the arbitration clause itself. Building these choices into the contract from the start avoids expensive translation work later.

International boilerplate that actually matters

Boilerplate clauses are the sections at the back of a contract that nobody reads until something has gone wrong, at which point they become the most important part of the document. For international contracts, a handful of boilerplate provisions do most of the work.

The boilerplate clauses we always review and usually rewrite in international drafting are:

• Force majeure: defining the events that excuse performance, the notice requirements, the allocation of the risk of delay, and the termination consequences if the force majeure event continues. Generic force majeure clauses almost always need adjustment for supply chain risks, sanctions events, and regulatory interventions that have become common since 2020
• Hardship and renegotiation: distinct from force majeure, a hardship clause handles situations where performance is still technically possible but the economics have shifted dramatically. Not every international contract needs one, but for long-term supply and distribution relationships it is often worth including
• Sanctions and export control: representations about compliance with applicable sanctions regimes, termination rights for sanctions events, cooperation obligations in export control investigations, and allocation of the cost of compliance. These clauses have become essential in international contracts since the expansion of EU, UK and US sanctions regimes
• Currency: the invoicing currency, the treatment of exchange rate movements, and any currency conversion mechanisms. For long-term contracts with significant currency exposure, a currency adjustment clause can protect both sides from exchange rate volatility
• Taxes and withholding: allocation of direct and indirect tax obligations, treatment of VAT for cross-border supplies, and handling of withholding taxes on payments. These are usually left to tax advisors but should be consistent with the rest of the contract
• Assignment and change of control: whether the contract can be assigned to a group company or a third party, and whether a change of control at either side triggers consent, notice or termination rights
• Notices: how formal notices must be given, in what language, and to which address. For international contracts with parties in different jurisdictions, a workable notice clause prevents disputes about whether a notice was validly given
• Entire agreement and interaction with prior correspondence: Dutch courts apply the Haviltex standard to contract interpretation, which allows them to look at pre-contractual correspondence and negotiations. An entire agreement clause can narrow that scope, but it does not eliminate it
• Severability, waiver, amendment: standard protective boilerplate that nonetheless matters when a specific clause is successfully challenged
• ESG and supply chain due diligence: clauses addressing EUDR, CSRD and CSDDD obligations that flow through to contracts, including sustainability reporting duties, supply chain traceability requirements, supplier codes of conduct, and representations on forced labour and deforestation-free sourcing. These provisions are becoming standard in international supply and distribution agreements

Common cross-border contract types

Most of our international contracting work clusters around a relatively small set of contract types that recur in the manufacturing supply chain and in related commercial settings. Each has its own drafting questions under Dutch law and under the relevant EU and international frameworks.

The contract types we see most often are:

• International sale of goods contracts under the CISG, with or without an explicit opt-out in favour of Dutch domestic sale of goods law
• International distribution agreements, including exclusivity, minimum purchase obligations and the termination regime under Dutch case law on long-term contracts
• Cross-border commercial agency agreements, subject to the mandatory Dutch and EU rules on notice periods and goodwill indemnity even where foreign law is chosen
• International franchise agreements with a Dutch franchisee, subject to the Wet franchise regardless of the franchisor's nationality or the chosen governing law
• Manufacturing, supply and OEM agreements across the supply chain, including quality agreements and product compliance allocation
• Technology licensing, software licensing and SaaS agreements for cross-border technology deals
• Framework supply agreements governing ongoing trading relationships over multiple years
• Joint venture, shareholders and cooperation agreements with international parties

For clients working with a Dutch counterparty in any of these contexts, a first review of the draft (one to three working days, fixed-fee) is usually the most efficient way to identify the Dutch-law issues and the international contracting points that need attention before signing.

Working with MAAK Advocaten on international contracts

Our international contracting practice runs in English, German and Dutch. We draft and negotiate in the language of the contract, coordinate with foreign counsel where the drafting requires input from another jurisdiction, and agree fees in advance as described on our lawyer fees page. An initial conversation about a new matter is at no charge. The international contracting practice is led by Remko Roosjen.

If you are drafting an international contract with a Dutch party, reviewing one received from a counterparty, or restructuring an ongoing cross-border relationship, a short call is usually enough to identify the key issues and the practical next steps. Read more about MAAK Advocaten.

Related terms in our legal dictionary: drafting a CISG opt-out clause, choice of law clauses, forum selection clauses, force majeure (overmacht), hardship clauses.

Related pages: Dutch contract law guide, international trade law firm, CISG, jurisdiction and forum disputes.

Call +31 20 210 31 38, email mail@maakadvocaten.nl, or visit our contact page. MAAK Advocaten is based at Kraanspoor 34, 1033 SE Amsterdam.

Frequently Asked Questions

Should an international contract be governed by Dutch law or by the law of the other party?

There is no general right answer. Dutch law is a predictable and arbitration-friendly commercial law system, and for contracts with a Dutch counterparty it is often the most practical choice because it aligns the contract, the jurisdiction and the enforcement framework. For contracts with a non-Dutch counterparty, the choice depends on the commercial balance of the deal, the enforcement prospects in each jurisdiction, and the mandatory rules that cannot be contracted away. We assess the governing law question at the drafting stage rather than treating it as a default.

Is it necessary to translate an English contract into Dutch for it to be enforceable in the Netherlands?

No. English-language contracts are fully enforceable under Dutch law, and English is the working language of most international commercial contracts involving Dutch parties. Translation becomes relevant only when the contract is used in court or regulatory proceedings that require Dutch-language submissions, in which case certified translations of the relevant parts are provided at the litigation stage. For contracts governed by the Netherlands Commercial Court, the entire proceeding runs in English and no Dutch translation is needed.

How should a force majeure clause handle supply chain disruptions and sanctions?

Carefully and specifically. The generic force majeure clauses that were common until a few years ago often do not address supply chain disruptions and sanctions events properly, and the post-2020 pattern of disputes has made the drafting points much clearer. A well-drafted force majeure clause should define the triggering events broadly enough to capture real commercial risks (including government measures, sanctions, pandemics, and transport disruptions), set a clear notice procedure, distinguish between temporary suspension and permanent excuse of performance, and provide a termination right if the event continues beyond a specified period. For ongoing supply relationships, a separate hardship clause is often appropriate alongside force majeure.