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What are general terms and conditions for construction? They are the standard provisions that a contractor, installer, or construction company declares applicable to every assignment, so that payment, additional work, completion, and liability do not need to be renegotiated for every project. They regulate the fixed rules of the game regarding the work: when payment is due, how additional work is settled, what constitutes completion, and what guarantee the client receives. Unlike individual project-specific agreements (price, schedule, drawings), the general terms and conditions form the legal foundation that remains the same every time.
The short answer
- What: Fixed standard provisions that a construction company declares applicable to every assignment.
- Regulates: payment in installments, additional work, completion, warranty, liability, and right of retention.
- Status: only valid if they have been provided before or at the conclusion of the agreement.
- Contract for the execution of works (Article 7:750 of the Dutch Civil Code): the work itself; the conditions supplement it.
- Difference with UAV: UAV are industry rules that you can choose separately; your own general terms and conditions are yours.
What exactly are construction terms and conditions?
General terms and conditions of construction are the pre-drafted provisions that a contractor or subcontractor applies to every agreement. Legally, these are called “general terms and conditions” (Art. 6:231 et seq. of the Dutch Civil Code): stipulations drawn up to be included in a number of agreements, with the exception of the core of the performance itself — the contract price and the description of the work.
In the construction industry, it is all about recurring risks: a client who pays late while materials have already been purchased, additional work that is disputed afterwards, or defects that only surface after completion. The general terms and conditions establish in advance what applies to all these situations, so that a contractor does not have to reinvent the wheel for every project.
Construction contract and the role of conditions
The basis is the contract for services under Article 7:750 of the Dutch Civil Code: the contractor undertakes to produce a work of a tangible nature for a price. That agreement regulates the specific project — which work, which price, and which schedule. The general terms and conditions lie beneath this and regulate recurring legal topics.
- Payment: installments, payment term and consequences of late payment.
- Additional work: how extra work is ordered, priced, and settled.
- Completion: when the work is considered completed and what the consequence is.
- Warranty and liability: which defects are covered under which period.
- Right of retention and suspension: remedies in case of non-payment.
UAV: industry rules in addition to your own terms and conditions
In the construction industry, the UAV 2012 (Uniform Administrative Conditions) is frequently discussed. This is an extensive set of industry rules widely used in larger and non-residential construction projects, with specific regulations regarding, among other things, completion, settlement, and dispute resolution via the Arbitration Board. For design & construct, the UAV-GC 2005 exists.
The UAV is not law — you must explicitly declare it applicable, just like your own terms and conditions. Many SME construction companies consciously choose their own concise general terms and conditions instead of the extensive UAV, because they are a better fit for smaller jobs and private clients. Do not accidentally declare both sets applicable at the same time: this results in conflicting provisions and disputes.
Additional work, delivery, and warranty at the core
Three topics are almost always the source of conflict in the construction industry, and it is precisely there that good terms and conditions prove their value:
- Additional work. Without a clear provision, disputes arise regarding whether extra work was agreed upon and what it costs. Good terms and conditions require that additional work be demonstrably ordered and at what price or unit rate it is settled.
- Completion. Since the Quality Assurance Act (Wkb), a stricter regime applies to private residential construction: an official report drawn up upon completion detailing any defects, and a right of suspension of 5% of the contract sum (the deposit held by the notary). The conditions must align with this.
- Warranty. In addition to statutory liability for hidden defects (Art. 7:761 BW, limitation period in principle two years after the complaint), the conditions stipulate the warranty period applicable per component.
When are the terms and conditions legally valid?
Conditions that have not been properly “provided” are voidable (Art. 6:233 sub b BW). The general rule is that the client must have had a reasonable opportunity to read them before or at the time of concluding the agreement. In practice, this means sending the conditions along with the quotation, or providing them digitally so that the client can save them.
A brief reference stating “our terms and conditions apply” on the invoice is too late — by then, the agreement has already been concluded. Moreover, for consumers, the “grey and black lists” (Articles 6:236-237 of the Dutch Civil Code) apply: certain clauses are by definition unreasonably burdensome, such as the complete exclusion of liability towards a private individual.
Right of retention and payment in installments
Two construction-specific instruments deserve attention. The right of retention (Art. 3:290 BW) gives the contractor the right to hold the work or the site until payment has been made — a powerful means of pressure, but it must be exercised correctly and be known. Payment in installments links payment dates to progress (for example, after foundation, after structural work, or upon completion), so that the contractor does not pre-finance the entire project.
Both only work well if they are clearly stated in the terms and conditions. A contractor who invokes the right of retention without a proper basis risks a claim himself for unlawful withholding of the work.
Honest recommendation
For standard work with business clients, you do not need a lawyer for every contract: a good set of general terms and conditions, drafted once and consistently included with your quotation, covers the vast majority of situations. As long as you provide them correctly, you are in a strong legal position.
It is, however, wise to involve a lawyer for the one-off drafting or modernization of your terms and conditions, and in cases of doubt: whether you work for private individuals (Wkb and the blacklist), use the UAV, or are facing a specific dispute regarding additional work or a right of retention. In such cases, precision counts.
Read more: construction terms and conditions, and about drafting them , drafting construction terms and conditions , and having construction terms and conditions drafted.
Frequently Asked Questions
These are the standard provisions that a contractor or construction company declares applicable to every assignment. They regulate recurring topics such as payment in installments, additional work, completion, warranty, liability, and right of retention, independent of the price and description of the specific work.
The UAV 2012 is a comprehensive set of industry rules, widely used in large-scale and non-residential construction. Your own general terms and conditions are yours and are often more concise. Neither is law and must be explicitly declared applicable. Do not accidentally declare both applicable at the same time: this will result in contradictions.
If the client could read them before or at the time of concluding the agreement (Art. 6:233 BW). In practice: send them along with the quotation or offer them digitally. Conditions that only appear on the invoice are too late and voidable.
The right of retention (Art. 3:290 BW) grants the contractor the right to hold the work or site until payment has been made. It is a powerful tool in the event of non-payment, but it must be exercised correctly and clearly; otherwise, the contractor risks a claim himself.
Upon completion, an official report is drawn up detailing any defects. For private residential construction, a right of suspension of 5% (deposit) applies under the Wkb. The warranty is established per component, in addition to statutory liability for hidden defects (Art. 7:761 BW).
Installment payments link payment dates to the progress of the work, for example after the foundation, after the structural work, and upon completion. This way, the contractor does not have to fully pre-finance the project, and the risk of non-payment remains limited.
Yes. For consumers, the grey and black lists apply (Articles 6:236-237 of the Dutch Civil Code): certain clauses are by definition unreasonably burdensome, such as the complete exclusion of liability. The Quality Assurance Act also imposes additional requirements on delivery and information for private construction.
