Law firm for Netherlands contract law

Q: Do you work with contracts in English, or only in Dutch?

Most of the commercial contracts we draft, negotiate and review are in English. Dutch and German are also available. The working language is chosen to match the client and the counterparty, not to match the firm.

MAAK Advocaten is a contract law firm in Amsterdam advising international businesses on the drafting, negotiation, review and enforcement of commercial agreements under Dutch law. We work for manufacturers, importers, distributors, commercial agents and their trading partners across the supply chain, and contract law is the backbone of our practice.

A contract is the moment when commercial intent becomes legal obligation. Get it right at the drafting stage and the relationship has a clear framework for the next five or ten years. Get it wrong and every issue that arises, pricing disputes, quality complaints, late delivery, exit, becomes harder, slower and more expensive to resolve. Our contract law firm in the Netherlands exists to make sure the first scenario plays out more often than the second.

Dutch contract law sits in Book 6 and Book 7 of the Dutch Civil Code. It gives commercial parties considerable freedom to shape their own agreements, but it also imposes mandatory rules, an overarching duty of reasonableness and fairness (redelijkheid en billijkheid) under article 6:248, and the Haviltex interpretation standard that allows courts to look beyond the literal text to what parties could reasonably expect from each other. For international businesses used to common-law drafting, those differences are worth understanding early, preferably before the contract is signed.

Getting involved at the drafting stage under Dutch law

The single most effective thing a contract law firm can do for a client is to get involved early. At the drafting stage there is still room to allocate risk, fix definitions, clarify obligations and build in remedies. Once signatures are on the page, that freedom is largely gone.

We regularly draft and negotiate commercial contracts for clients who are entering the Dutch market, structuring a new supply relationship, appointing a distributor or commercial agent, setting up a manufacturing partnership, or putting their first set of general terms and conditions in place. The questions we work through with clients are practical: how to structure delivery and acceptance, how to phrase warranties and remedies so they actually bite, how to cap liability without crossing the line into an unenforceable exoneration clause, how to build in termination rights that hold up under Dutch law, and how to make sure the governing-law and jurisdiction clauses say what the client thinks they say.

Pre-contractual negotiations also carry legal weight in the Netherlands. Breaking off advanced negotiations without a proper reason can expose a party to liability for the other side's reliance costs or even lost profits, as established in the Plas/Valburg doctrine. We flag that risk whenever a deal is moving into serious drafting, so that clients can make an informed decision about how far to commit before the ink dries.

Commercial contracts we work on under Dutch law

Our contract practice is shaped by the clients we serve, international B2B companies in and around the manufacturing supply chain. The agreements we see most often in that work are:

Distribution, agency and franchise agreements, including commercial agent termination and goodwill claims under articles 7:428 et seq. of the Dutch Civil Code
International sale of goods contracts, Incoterms questions, and the application or exclusion of the CISG (Vienna Sales Convention)
Manufacturing, supply, OEM and quality agreements
General terms and conditions, drafting, enforceability, and battle-of-forms situations under articles 6:231 to 6:247 of the Dutch Civil Code
Service, consultancy and SaaS agreements
Licensing, technology transfer and IP-assignment agreements
Joint venture, shareholders and cooperation agreements
Letters of intent, term sheets and pre-contractual documentation
Settlement and termination agreements

The common thread is that each of these contracts has its own traps under Dutch law. A distribution agreement drafted without attention to competition law and termination protection can become unworkable. General terms that are not properly incorporated can be annulled, even between commercial parties, under article 6:233. A CISG opt-out that is worded ambiguously will not do what it is meant to do. We know where these traps are and we draft around them.

Reviewing contracts under Dutch law

Not every contract matter starts with a blank page. Very often a client comes to us with a draft from the counterparty, typically in English, sometimes in German, always under someone else's governing-law clause, and needs a fast, practical assessment before signing.

In a review mandate we work to a tight turnaround: we read the contract against the client's commercial position, flag the provisions that matter (liability, warranties, termination, payment, IP, governing law, dispute resolution), mark up the document with concrete redlines, and deliver a short memo that summarises the key points in business language. The goal is not a textbook analysis, it is to give the client a clear view of what to push back on and what to accept. See also our checklist for Dutch contract review.

When a contract goes wrong under Dutch law

Contracts fail. Goods arrive late, invoices go unpaid, quality falls short, a counterparty terminates unexpectedly, a distributor is replaced without notice. When that happens, the first legal question is rarely "do we litigate", it is "what position are we in, and what do we do in the next forty-eight hours".

Dutch law offers a structured set of responses to contractual breach. A creditor can suspend its own performance under article 6:262, serve a notice of default (ingebrekestelling) to put the debtor in breach, claim damages under article 6:74, rescind the contract under article 6:265 when the breach is sufficiently serious, or pursue specific performance reinforced by a court-ordered penalty (dwangsom). The right sequence depends on the facts, the contract language, and the commercial outcome the client wants.

When negotiation or a firm legal letter does not resolve the matter, we litigate. Our contract litigation practice regularly uses two Dutch instruments that are particularly effective: pre-judgment attachment (conservatoir beslag), which freezes a counterparty's Dutch assets on short notice, and summary proceedings (kort geding), which deliver a first-instance judgment within weeks rather than months. Both tools often make a dispute settle before full proceedings are needed.

Our experience with contract work

In our practice we regularly draft and negotiate distribution, agency, franchise, purchase, supply, OEM, licensing and service agreements for clients across the manufacturing supply chain. A significant share of that work is cross-border: a Dutch manufacturer entering a new EU market through a distributor, a foreign principal appointing a commercial agent for a Dutch territory, a German importer taking on a product compliance allocation in a supply agreement. The recurring patterns are familiar enough to us that we can move quickly on new matters, and our own litigation caseload teaches us which drafting choices hold up when contracts are tested. When a client comes in with a deal at the drafting stage, that combined drafting and dispute experience is what they are buying.

Working with MAAK Advocaten

Clients reach the specialist handling the file directly, without intermediating layers. Work can be handled in Dutch, English or German, including court submissions and proceedings before the Netherlands Commercial Court. Fees are agreed in advance, fixed fee, hourly rate or a hybrid arrangement, with no hidden costs. An initial conversation about a new matter is at no charge.

For contract work specifically, engaging a contract law firm in the Netherlands at the right moment usually pays for itself several times over. If you have a deal being negotiated, a draft sitting in your inbox, or a contract dispute that needs a Dutch-law assessment, we are happy to have that first conversation today.

Call +31 20 210 31 38, email mail@maakadvocaten.nl, or visit our contact page.

Frequently Asked Questions

At what stage should I involve a contract law firm?

As early as possible. The most effective moment to involve a contract lawyer is before the contract is drafted or, at the latest, before it is signed. Once signatures are on the page, the freedom to allocate risk and shape obligations largely disappears. For review mandates on contracts received from a counterparty, a few days of turnaround before signing is usually enough to produce a meaningful redline and a short advisory memo.

Do you work with contracts in English, or only in Dutch?

Can you act if the contract is governed by foreign law?

Yes, with the right scope. If the contract is governed by foreign law but the dispute or enforcement touches the Netherlands, for example because the counterparty or its assets are located here, we routinely act on the Dutch-law aspects and coordinate with foreign counsel on the rest. For pure foreign-law advice we refer clients to trusted colleagues in the relevant jurisdiction.