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Merely referring to your general terms and conditions on your website or at the Chamber of Commerce is often not enough. The law requires you to give the other party a reasonable opportunity to become acquainted with the terms (provision); if you fail to do so, they may invalidate the terms.
The duty to provide information: provision
General terms and conditions are subject to an information obligation (Articles 6:233 and 6:234 of the Dutch Civil Code): the counterparty must have had a reasonable opportunity to become acquainted with the terms and conditions, preferably before or at the time of concluding the agreement. A mere reference is often insufficient.
Is a link to your website sufficient?
Referring to terms and conditions on your website or to a filing with the Chamber of Commerce is usually not sufficient to comply with the requirement of providing them. It is only permitted if providing them is not reasonably possible, in which case you must send the terms and conditions without delay upon request.
How do you properly hand over terms and conditions?
The safest route is to include the terms and conditions: as an attachment to the quotation or the agreement, or — in the case of agreements concluded electronically — as a file that the counterparty can save and consult later (Article 6:234 of the Dutch Civil Code). This allows them to retain and retrieve the terms and conditions.
Why this is important
If you fail to provide the terms and conditions, the other party may invalidate them. The very provisions you rely on—liability, payment, warranty—will then cease to exist. Proper provision of the terms and conditions protects your entire set of conditions.
Frequently Asked Questions
Am I allowed to only refer to my website?
Usually not: that often does not comply with the requirement to provide them. Preferably send the terms and conditions along or offer them in a savable format.
Does filing with the Chamber of Commerce help?
Deposit provides proof of the content, but does not replace delivery. You must still make the terms and conditions available.
What about online agreements?
In the case of electronic agreements, you must present the terms and conditions in such a way that the other party can save them and consult them later (Article 6:234 of the Dutch Civil Code).
Want to be sure your terms and conditions apply?
Our legal experts draft your general terms and conditions and perform a terms and conditions scan. View our contract lawteam or schedule a free consultation.
