Contract law

Our Commercial Contracts team is ready to guide you through the entire lifecycle of your contracts, from negotiation to termination. We support you in drafting and reviewing various types of contracts, including purchase and sales agreements, supply agreements and agreements for distribution, agency and franchise. Our contract law specialists also provide legal support in the event of disputes regarding a contract.

Contract law specialists

MAAK Advocaten has a team of lawyers specialized in commercial contracting. Our contract law lawyers in Amsterdam offer support on all your contractual issues. Do not hesitate to contact us.

Remko Roosjen | partner | contract law attorney

Mees Bloembergen | contract law and litigation lawyer

Shannon Blonk | Commercial Contracts Attorney

Joaquin Gonzalez | Contracts and Crypto Investigation

Remko Roosjen

Shannon Blonk

Mees Bloembergen

Joaquin Gonzalez

Drafting an agreement

Commercial agreements are at the heart of a collaboration. Contract law is dynamic and our experienced lawyers are specialized in national and international contracting. At the start of a new collaboration, parties are generally always well advised to commit matters to paper. Because Dutch law is largely regulatory in nature, you as a contracting party have the control to negotiate a good contract. Our specialized contract law lawyers are happy to assist you with contract negotiations, or the drafting of a contract , or the assessment of a commercial agreement . Think of a purchase contract, collaboration agreement or a set of general terms and conditions.

Ending a collaboration

Not every agreement runs smoothly. A shortcoming or different view of a collaboration can lead to a party wishing to terminate the agreement or to dissolve the agreement . If you have questions about the requirements for termination, or if a dispute threatens between the contracting parties, you would do well to ask a contract law attorney for advice. Our contract law team has a strong reputation in assessing contract provisions and advising on the steps to be taken.

Dispute about a contract

If a conflict escalates, our litigation lawyers can assist you in a procedure concerning a contract . Depending on the agreements you have made or the applicable rules, we can assist you with any government court in the Netherlands, or in mediation, or in arbitration procedures. You can rely on our years of litigation experience for many authorities. Your interests are our top priority.

Dutch contract law

The basics of Dutch commercial law

The basis of Dutch commercial law is deeply rooted in historical case law, which has developed over the centuries to meet the demands of modern trade. Our main legal source is the Civil Code. In addition, various international treaties, such as the Vienna Sales Convention , the Rome II Regulation and the Brussels I Regulation , have an influence on the national landscape, given the active participation of the Netherlands in global trade.

Formation of contracts

In the Netherlands, a contract is concluded by an offer and its acceptance. MAAK regularly draws up contracts, such as drawing up supplier contracts . The valid offer must be specific and once it has been accepted, a binding agreement is created. The revocation of offers, especially in unilateral contracts, is subject to specific rules that ensure fairness and stability in commercial relationships.

Legal capacity and validity

Dutch law recognizes that not all individuals or entities have the capacity to enter into contracts. Contracts with parties who lack this capacity may be void or voidable. Furthermore, agreements with an unlawful purpose or that are contrary to public morals are considered void.

Written requirements and formalities

Certain contracts require a written form to be valid , such as real estate transactions. The growth of digital commerce has also led to the adoption of electronic signatures, provided they provide the required security and authentication standards.

Terms of a contract

A contract consists of express terms (explicitly agreed) and implied terms (derived from law or custom). In addition, many companies use standard terms, known as ‘General Terms’, which must be presented fairly to the other party in order to be validly incorporated. Industry terms can also be agreed.

Performance of contractual obligations

Dutch law emphasizes the principles of good faith and fair dealing in the performance of contracts. In cases of non-performance, legal remedies are provided, although ‘force majeure’ (unforeseen circumstances) may in certain cases exempt parties from liability.

Breach of Contract and Remedies

Breach of contract may be either material, justifying immediate termination, or less serious, allowing for corrective action before termination. Available remedies include specific performance, damages or rescission. Parties may also agree on limitation and exclusion clauses, but these must not be contrary to public policy.

Transfer and third party rights

The rights and obligations arising from contracts may be assigned unless otherwise agreed. In addition, third-party beneficiary provisions may be included to grant rights to non-contracting parties.

Termination of contracts

Contracts end in different ways: by execution, mutual agreement, breach or by operation of law. Each way of ending a contract has its own legal implications and parties must be wary of the obligations arising from it. Some examples of contract termination are dissolution , annulment or the cancellation of an agreement .

Unfair contract terms

Consumer protection is a central aspect of Dutch commercial law. Terms that are considered unfair or unreasonable can be declared invalid. There is a constant effort to strike a balance between the interests of companies and the rights of consumers, so that a fair market is created.

Dispute resolution

In commercial disputes, parties can choose between arbitration and litigation. Many commercial contracts contain jurisdiction and choice of law clauses, which dictate the legal landscape of potential disputes. The Netherlands also adheres to international treaties, which streamline the enforcement of foreign judgments and arbitral awards.

Special types of contracts

Dutch contract law identifies and regulates several specific types of contracts, including the sale of goods, agency and distribution arrangements, franchise agreements and service contracts. Each type is subject to unique rules and customary practices.

International aspects of Dutch contract law

Given the interconnectedness of today’s global economy, Dutch law is often interwoven with international standards, in particular EU law. The Vienna Sales Convention (CISG) is such an influential instrument. In addition, considerations of private international law often play a role, which determine which law and jurisdiction apply.

Recent developments and trends

With the rapid advance of technology, digital contracts and smart contracts are becoming ubiquitous. Dutch law is dynamically adapting to these technological shifts. It is crucial to stay up-to-date on regulatory changes and notable case law to ensure compliance and informed decision-making.

At some point, there may be a reason for a commercial agreement to be terminated or dissolved. This may be due to the fact that the other party is not performing well enough (anymore), but also because the deal is no longer commercially interesting. A collaboration may also be disrupted by unforeseen circumstances, and it may then be important to end an agreement quickly. If parties come into conflict about this, it may be necessary to involve the civil court or an arbitration institute. Our contract law attorneys will then represent you in the proceedings.

De groeiende aandacht voor ESG-factoren heeft aanzienlijke invloed op zowel huidige als toekomstige contracten.