Example of general terms and conditions: the key provisions

A sample of general terms and conditions primarily shows which provisions belong in it and how they are structured. The content varies from company to company, but the common thread is always the same: applicability, payment, delivery, liability, complaints, and disputes. Below, we review the most important provisions, outlining what to look out for for each provision before adopting a sample.

The short answer

• Core: applicability, payment, delivery, liability, complaints, law and court.
• Show: an example shows the structure, not the exact text for your company.
• Risk: blindly copying results in clauses that do not suit you or are not permitted.
• Consumers: a B2B example lacks the right of withdrawal and conflicts with the black/grey list.
• Crucial: no matter how good the text is, nothing works without delivery (Articles 6:233-234 of the Dutch Civil Code).

The most important provisions

A useful example contains a fixed series of stipulations. The order may vary, but you will encounter these subjects in almost every set.

• Definitions and applicability — to which agreements the terms apply and that they take precedence over those of the customer.
• Quotations and formation — how long an offer is valid and when an agreement is formed.
• Prices and payment — VAT, payment term, and interest and collection costs for late payment.
• Execution and delivery — deadlines, additional work and/or delivery times are firm or indicative.
• Liability — the limitation of your duty to pay damages.
• Force majeure, complaints and warranty — what happens in the event of non-performance and the time limit for lodging a complaint.
• Applicable law and disputes — Dutch law and the competent court.

Provision explained: liability

The liability clause is usually the most important clause in a set, and at the same time the clause that is most often dropped. In an example, you often see a limitation to the invoice amount or the amount paid out by the insurance. That is a reasonable line for B2B.

The situation is different for consumers. An exclusion of liability that is too broad is on the black or grey list and is therefore voidable. If you apply a B2B example verbatim to consumers, you risk losing precisely your most important clause and having to fall back on full statutory liability. An example therefore shows the form, but the limit differs per customer type.

Provision explained: payment

The payment clause regulates the payment term and what happens in the event of late payment. In an example, you typically see a term of fourteen or thirty days, plus the right to charge statutory interest and collection costs. For business customers, you may agree on a term yourself, within legal limits; for consumers, fixed rules apply regarding the amount of collection costs.

When adopting, ensure alignment with your invoicing. A template with a payment term of eight days only works if your invoices also state this. Provisions that do not correspond with your own quotations and invoices will actually cause confusion in the event of a dispute.

Why an example never fits one-to-one

An example is a starting point, not a finished product. Every company has different risks, a different customer type, and different delivery times. A set that is perfect for a photographer is not suitable for an installation company: the former lives off intellectual property and usage rights, the latter off additional work and delivery in installments.

Moreover, examples often lag behind the law. A set drafted years ago may contain clauses that are no longer permitted, or conversely, lack information obligations that were added later. If you blindly adopt an example, you do not know if it is correct, if it suits your work, or if it is up-to-date. Therefore, adapt every provision to your situation before using it.

Consumers: additional provisions

If you sell to consumers, a standard B2B example lacks mandatory components. Consider the fourteen-day right of withdrawal for distance selling, information obligations regarding price and delivery time, and the statutory conformity and warranty that you may not contract away. Furthermore, you may not use clauses from the black list (Art. 6:236 BW) with consumers, and clauses from the grey list (Art. 6:237 BW) are suspect. Therefore, a consumer set is never merely an extensive B2B set.

Honest recommendation

When do you not need a lawyer? If you provide a simple B2B service with manageable risks, you can take a good industry example as a basis and customize it yourself. Review every provision, align payment terms and liability limits with your practice, and above all, ensure that you provide the terms and conditions on time. For many freelancers, that is sufficient.

It is advisable to have them checked if you sell to consumers, work with large sums or custom work, or operate in a regulated industry. Errors often creep in precisely when adopting a template: a liability clause that is not permitted, or a missing duty to disclose. If you want certainty, you can have your general terms and conditions drafted or checked to suit your specific business.

Want to read more? Check which components you need in the terms and conditions checklist, avoid common mistakes with terms and conditions pitfalls, or go directly to the terms and conditions product page.

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