A commercial contract with a Dutch business should answer four practical questions: who must perform, what performance is required, what happens if something goes wrong and where an enforceable remedy can be obtained. Choosing Dutch law or writing the document in English does not answer all four. International goods contracts may also fall under the CISG, and an English-language court procedure requires more than an English contract. [S07][S08][S21]
For foreign suppliers, distributors, service providers and investors, the best contract is not necessarily the longest. It is the agreement that reflects the actual transaction, allocates its important risks and can be used by the people responsible for delivery, payment and dispute management. This guide explains the decisions to make before signing and the evidence to preserve afterwards.
Identify the contracting parties and their authority
Use the full legal name, registered address and registration details of each party. A trading name, group logo or website address can be insufficient to identify who is responsible. Check whether the counterparty is a BV, another legal entity, a partnership or an individual business owner. A Dutch branch can act for a foreign company without becoming a separate legal person. [S02]
Confirm who may sign. A sales director’s job title does not necessarily prove authority to bind the company for every transaction. Consider joint representation requirements, powers of attorney and approval conditions. Where an overseas parent is intended to guarantee the Dutch subsidiary’s obligations, document that commitment separately and accurately.
Record which entity places orders and which entity pays. If a framework agreement covers several group companies, explain how each joins the arrangement and whether obligations are separate or shared. A clause allowing invoices to be sent to a central finance department should not obscure the identity of the debtor.
For your own organisation, use a signing policy. Set approval levels for contract value, liability caps, guarantees, exclusivity and unusual termination rights. A template has little protective value if employees can replace its key provisions without review.
An English contract is not automatically governed by English law
Language, governing law and jurisdiction are separate choices. Parties may use English to describe an agreement governed by Dutch law. They may choose a Dutch court or arbitration, subject to the relevant legal requirements. Those choices should be made deliberately and consistently rather than copied from a previous transaction.
The Rome I framework is relevant to the law applicable to many contractual obligations in an international setting. Mandatory provisions and particular contract types can limit the effect of a choice of law. Employment and consumer contracts, for example, should not be treated as ordinary negotiated B2B supply agreements. [S09]
Avoid unexplained mixtures of terminology from different legal systems. Expressions such as “best endeavours”, “consequential loss” or “indemnity” can create interpretative questions when the parties attach different meanings to them. Define the commercial result, the scope of the obligation and the intended allocation of risk instead of assuming a foreign phrase has one universal effect.
Where the parties use English and Turkish versions, decide which version prevails and organise a substantive comparison. Numbers, notice periods, exceptions and liability wording deserve particular attention. A fluent translation can still change the legal effect of a clause.
Does the CISG apply to Netherlands–Türkiye trade?
The United Nations Convention on Contracts for the International Sale of Goods, usually called the CISG or Vienna Sales Convention, can govern qualifying international sales of goods. Both the Netherlands and Türkiye are contracting states. Application still depends on the transaction and the convention’s rules; it does not govern every service, consumer purchase or corporate transaction. [S07][S08]
A clause choosing Dutch law does not necessarily exclude the CISG. Where exclusion is intended, address it expressly after assessing whether exclusion is commercially sensible. A party should understand the difference between a national-law template and an international sales framework before choosing either.
The convention can matter when goods are defective, inspection is delayed, delivery is late or a party wants to avoid the contract. Do not automatically transplant a Dutch domestic notice-of-default template into a CISG dispute. The applicable rules on notice, breach and remedies require their own analysis.
A useful contract review therefore asks not only “Which law?” but also “Which legal regime within that law?” The answer should be consistent with the sales team’s delivery promises, warranty process and complaint handling.
Define performance so that completion can be proved
A specification should explain what is being purchased, in what quantity, to what standard and at what location. Attach the approved technical documents and identify their version. If the customer must provide information, access or approvals, state what is needed and the consequences of delay.
For services and software projects, distinguish effort obligations from agreed results. Define milestones, acceptance criteria and the process for recording defects or change requests. “The customer must be satisfied” leaves too much uncertainty if neither party knows how satisfaction is measured.
For manufactured goods, agree the method of inspection, documentation, packaging and treatment of rejected items. Consider whether independent testing is needed and who pays if a defect is or is not established. Avoid requiring a report that cannot realistically be obtained within the contractual complaint period.
Explain the hierarchy between the signed agreement, schedules, quotations, purchase orders and general conditions. If a purchase order changes the delivery date or introduces new specifications, require an authorised variation rather than allowing conflicting documents to accumulate unnoticed.
General terms: incorporation is not a footer exercise
General terms should be agreed as part of the transaction, not merely mentioned for the first time after performance. Preserve the version provided and the evidence of acceptance. When both parties refer to their own conditions, investigate which terms became part of the agreement rather than assuming the latest invoice wins.
There is an important statutory boundary. Under Article 6:247(2) of the Dutch Civil Code, the specific Dutch section on general terms and conditions does not apply to contracts between parties acting in business if they are not both established in the Netherlands, irrespective of the law governing their contract. This concerns the section as a whole, not merely one delivery requirement. The statutory meaning of establishment, the formation of the agreement, any applicable CISG rules and other relevant controls still need to be considered. General terms are therefore not automatically valid or irrelevant simply because the relationship is cross-border. [S23][S08]
The practical response is not to provide less information. Send the proposed terms with the offer, make them easy to retain and record acceptance before the transaction is concluded. This improves clarity even where the detailed domestic protection regime does not apply.
Updating a website’s terms is not a reliable method of changing every existing contract. Establish a valid amendment mechanism and distinguish new orders from agreements already concluded. Keep old versions accessible in your internal records.
Payment, currency and security
Set out the price, currency, invoicing milestones and due dates. State how taxes, transport charges, additional work and bank charges are handled. If the contract is priced in euros but costs arise in another currency, decide who carries exchange-rate exposure rather than discovering the issue after delivery.
Avoid payment triggers that depend entirely on an undefined internal approval. Specify what constitutes delivery, acceptance or a valid invoice, and what happens if a customer disputes only part of it. Dutch B2B payment-term rules can limit contractual freedom, including specific protection for SMEs dealing with large companies. [S16]
Consider whether the transaction needs an advance, staged payments, a letter of credit, a bank guarantee or another form of security. These mechanisms are not interchangeable. A bank guarantee’s wording and conditions can matter more than its label; an apparent security may be difficult to call if required documents cannot be produced.
For goods, retention of title may help protect ownership until payment, but effectiveness depends on valid agreement, identifiable goods and the relevant property and insolvency rules. Do not confuse the point at which risk of damage transfers with the point at which ownership transfers. [S22]
Delivery terms and cross-border operational responsibilities
Identify who organises transport, insurance, customs formalities, inspection and return logistics. Where an Incoterms rule is used, specify the rule, named place and edition. It should sit within a complete contract rather than substitute for provisions about title, payment, breach or dispute resolution.
Map the actual supply chain. A Turkish manufacturer, Dutch distributor and third-party warehouse may each hold different documents and responsibilities. Ensure the customer-facing promises can be supported by the upstream arrangements. A distributor who gives a wider warranty than the manufacturer should understand that additional exposure.
Product conformity and regulatory compliance require particular care. Specify which party supplies technical documentation and handles recalls, notifications and customer communications. Contractual allocation does not necessarily remove statutory responsibility towards regulators or third parties. Specialist product or sector advice may be needed.
Liability caps, insurance and remedies
A liability clause should reflect the risks that could actually arise. Compare the contract value with possible damage to property, interruption of production, data incidents and third-party claims. A cap linked to “fees paid” may operate very differently in a new agreement from one with years of turnover.
Define the categories of loss rather than relying only on labels such as direct or indirect damage. Consider whether separate caps or exceptions are justified and whether the insurance policy covers the assumed obligations. Contractual liability that goes beyond the ordinary legal position may not be covered automatically.
Distinguish damages, performance, repair, replacement, price reduction and termination. The availability and relationship of remedies depend on the agreement and applicable law. A right to claim damages does not always mean that immediate termination is justified, and a termination clause does not automatically settle the financial consequences. [S17]
Ask what happens operationally after termination. Who returns goods and confidential information? What happens to prepaid fees, incomplete work, stock and ongoing customer orders? Which licences or transition services are needed to prevent avoidable business disruption?
Force majeure and changing circumstances
A force-majeure clause should identify the events and consequences that matter to the transaction. Do not assume every cost increase, supplier failure or cash-flow problem automatically excuses performance. Analyse causation, contractual risk allocation and any relevant statutory or convention rules. [S17][S08]
Provide a notice process, an obligation to mitigate and a mechanism for partial performance where practical. State when temporary suspension can become a termination right. If an event affects only one shipment, it should be clear whether the entire framework agreement is affected.
For long-term contracts, consider an agreed price-review or hardship process. Define the evidence, negotiation period and fallback position. A commitment to “discuss a fair adjustment” is not the same as a right to impose a new price unilaterally.
Complaints and evidence: act before positions harden
When a complaint arises, preserve the product, project records and communications. Identify the alleged defect precisely and record when it was discovered. Ask whether inspection, joint testing or a repair opportunity is appropriate before goods are discarded or another contractor changes the work.
Notice obligations under Dutch law and the CISG are context-sensitive. There is no safe assumption that every business has the same fixed number of days to complain. Nor does a late complaint automatically settle every legal issue without examining the circumstances. Obtain advice promptly when the potential loss is material. [S08][S17]
Separate factual investigation from settlement discussions. Acknowledging receipt of a complaint need not mean accepting every allegation, but a blanket rejection before reviewing the evidence can damage both the commercial relationship and the litigation position.
If payment is withheld, establish whether the disputed amount is proportionate and whether set-off or suspension is legally available. Our guide to international debt collection explains how to assess the payment side of a contractual dispute.
Choose the dispute route with enforcement in mind
A jurisdiction clause should identify the intended court clearly and satisfy the applicable formal requirements. Arbitration requires a suitable arbitration agreement and choices about rules, seat, language and tribunal composition. Avoid inconsistent clauses split across the main contract and general terms.
The Netherlands Commercial Court can be an option for qualifying international commercial disputes with the required express agreement and Amsterdam jurisdiction. It offers English-language proceedings, but it is not triggered merely by using English in the contract. Compare costs and procedural needs before including an NCC clause. [S21]
Also ask where assets are located. A judgment is useful only if it can be recognised and enforced where recovery is needed. EU and non-EU enforcement routes differ, and arbitration follows a separate framework. A well-drafted clause connects the dispute mechanism to the transaction’s likely enforcement reality. [S11]
Two hypothetical contract reviews
A Turkish machinery supplier agrees an attractive price with a Dutch buyer. The quotation includes its own terms, but the buyer’s purchase order refers to different conditions and promises a delivery date the factory cannot meet. Before production, the parties should resolve document hierarchy, realistic delivery milestones, testing, liability and the applicable sales regime. The invoice should not be the first attempt to fix those issues.
In a separate example, a foreign software company uses a short subscription agreement for a Dutch customer demanding a bespoke integration. The template says little about acceptance, customer data, migration or rights to customised work. The legal review should distinguish the standard service from the project component and align milestones, payment and exit obligations. Adding a longer limitation clause alone would not solve the main problem.
These examples illustrate a review method, not an assessment of an actual client matter or a prediction that a particular clause will be enforceable.
A practical contract review process
Start with the business objective and identify the five most serious failure scenarios. Match each scenario to a contractual provision, evidence source and operational owner. Then check whether the proposed solution can actually be performed: a 24-hour repair obligation is not useful if no repair team exists.
Review the financial and legal schedules together. Confirm that liability, insurance, payment and security provisions do not contradict one another. Have a responsible manager approve negotiated exceptions and store the signed agreement with all incorporated documents.
After signature, create a contract calendar covering renewals, notice dates, price reviews, deliverables and guarantees. Allocate responsibility for monitoring it. Many avoidable disputes concern missed administration rather than a sophisticated point of law.
Frequently asked questions
Is an English-language agreement valid in the Netherlands?
Commercial parties can generally use English, but specific transactions may require particular formalities. Language does not determine governing law, court jurisdiction or whether a notarial instrument is needed. Make those choices separately.
Does choosing Dutch law exclude the CISG?
Not necessarily. The CISG can form part of the applicable international sales framework. Where the parties intend to exclude it, that decision should be expressed clearly and reviewed for the transaction. [S08]
Can I put my terms only on the invoice?
That is risky because the agreement may already have been concluded. Provide and agree the relevant terms during contracting and keep evidence of the version accepted. International B2B scope rules also need consideration. [S23]
Does a liability cap always protect my business?
No clause works independently of its wording, the facts and the applicable law. Exceptions, interpretation, reasonableness and the type of conduct may matter. Check the cap against insurance and the commercial risks you intend to accept.
Can I stop performing when the customer does not pay?
Possibly, but suspension depends on the agreement, the connection between the obligations and applicable law. Stopping without a proper basis can expose your own business to a claim. Assess the overdue amount, any defence and required notice first.
What should I send for a contract review?
Send the complete draft, schedules, general conditions, relevant correspondence and a short explanation of the deal. Identify the countries involved, contract value, deadlines, non-negotiable commercial points and any promised security.
Get the commercial arrangement right before signing
Ask Arslan Advocaten to assess your Dutch commercial contract. Explain the transaction and the risks that matter to your business. The aim is a workable agreement supported by evidence and a proportionate enforcement strategy, not a document that merely looks comprehensive.
Sources and legal references
- S07 — CISG: Netherlands and Türkiye as contracting states · Overheid.nl — Treaty Database
- S08 — CISG — scope, formation and remedies · United Nations / UNCITRAL
- S21 — Netherlands Commercial Court clause · Rechtspraak / NCC
- S02 — Foreign entities and branches · Business.gov.nl
- S09 — Rome I Regulation, especially Articles 3 and 4 · EUR-Lex
- S23 — Artikel 6:247 BW — internationale afbakening algemene voorwaarden · Wetgever / Overheid.nl
- S16 — Payment terms, collection charges and statutory interest · Business.gov.nl
- S22 — Cooling-off period, bankruptcy and retention of title · Business.gov.nl
- S17 — Burgerlijk Wetboek Boek 6: tekortkoming, verzuim en remedies · Wetgever / Overheid.nl
- S11 — Brussels I bis Regulation · EUR-Lex
