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What are general provisions? They are the fixed, contract-transcending clauses found at the end of virtually every business contract — applicable law, choice of forum, force majeure, modification, nullity and conversion, and the entire agreement clause. They do not regulate exactly what the parties agree upon (the price, the performance, the duration), but rather what happens if the contract comes under pressure: which law applies, which court rules, and what remains if an agreement fails. Legal experts refer to this as boilerplate. Unobtrusive, but often decisive in a dispute.
The short answer
- What: standard clauses that appear in every contract, regardless of the subject matter.
- Objective: To establish the legal framework surrounding the core agreements.
- Core: applicable law, choice of forum, force majeure, amendment, nullity/conversion, entire agreement.
- Importance: invisible until there is a fight — then they determine the rules of the game.
- Position: usually at the end of the contract, under a heading such as “Other provisions” or “Final provisions”.
What exactly are general provisions?
Every contract has two layers. The first layer is the content: who supplies what, at what price, and within what timeframe. The second layer is the surrounding framework—the general terms and conditions. These say nothing about the deal itself, but rather about how the deal functions legally.
Do not confuse general provisions with general terms and conditions. General terms and conditions are a separate set of standard rules that you declare applicable to all your agreements (delivery, payment, liability). General provisions, on the other hand, are included *in* the contract itself and pertain to that specific agreement.
The six core clauses
- Applicable law (choice of law). Which law applies to the contract — usually Dutch law. Important whenever a party is located abroad.
- Choice of forum. Which court has jurisdiction in a dispute, for example, the court in the supplier's district. Prevents uncertainty about where to litigate.
- Force majeure. When a party is not liable because performance is impossible due to unforeseen circumstances. Supplements or replaces the statutory provisions (Art. 6:75 BW).
- Amendment. That amendments are only valid in writing and with the consent of both parties. Prevents disputes regarding verbal commitments.
- Nullity and conversion. If one provision proves to be invalid, the rest of the contract remains in force and the invalid provision is replaced by a valid one with a comparable effect.
- Entire agreement. That the contract contains all agreements and that previous drafts, emails, and verbal commitments become null and void.
Why these clauses matter
In a smooth collaboration, no one looks at the general terms and conditions. They only become relevant when things go wrong. That is when the choice of forum reveals whether you have to litigate in Amsterdam or Rotterdam, when the force majeure clause determines whether your supplier is liable for late delivery caused by a factory fire, and when the conversion clause decides whether an overly broad non-compete clause is completely invalidated or reduced to something reasonable.
Without these provisions, you fall back on the law. That is not necessarily bad, but it does mean that you relinquish control of the outcome. With well-formulated general provisions, you steer that outcome yourself.
A practical example
A software company in Utrecht enters into a contract with a German customer. It does not include a choice of law clause. If the customer fails to pay, a dispute immediately arises: does Dutch or German law apply, and which court has jurisdiction? This preliminary question costs months and thousands of euros in legal fees—even before the actual non-payment is addressed. Two rules on choice of law and choice of forum would have prevented this.
Where are they in the contract?
General provisions are almost always placed at the end, grouped under a heading such as “Final Provisions”, “Other Provisions”, or “Miscellaneous”. The fact that they are at the end says nothing about their importance. It is a matter of organization: first the substantive agreements, then the legal framework.
Standard contracts and templates usually do contain these clauses, but often in a generic form that is not tailored to your situation. A choice of forum for “the competent court” without a location indication, for example, is of little value.
Honest recommendation
For a standard contract between two Dutch parties without special risks, you do not need a lawyer: a sound template with the six core clauses is almost always sufficient. Just check that the choice of forum names a specific court and that it includes a choice of law for Dutch law.
Do engage a lawyer if a foreign party is involved, if large sums or long-term obligations are at stake, or if you require a tailored force majeure or liability arrangement. In such cases, the details in the general provisions carry significant weight, and a generic template is insufficient.
Read more: drafting general terms and conditions and having general terms and conditions drafted. For a ready-made document: general terms and conditions.
Frequently Asked Questions
These are the fixed, non-contractual clauses at the end of virtually every contract: applicable law, choice of forum, force majeure, amendment, nullity/conversion, and the entire agreement. They regulate the legal framework surrounding the core agreements and become particularly relevant in the event of a dispute.
General terms and conditions are a separate set of standard rules that you declare applicable to all your agreements. General provisions, on the other hand, are included *in* the contract itself and pertain to that specific agreement. They complement each other but are not the same.
The six core clauses are: applicable law, choice of forum, force majeure, modification, nullity and conversion, and the entire agreement clause. Depending on the contract, additional provisions may be included, such as confidentiality or assignment of rights.
A choice of forum determines which court has jurisdiction in a dispute. Without a clear choice, a discussion can arise regarding where to litigate—costly and time-consuming, especially with a foreign party. Naming a specific court prevents that preliminary question.
If a provision proves to be invalid or void, the conversion clause ensures that the rest of the contract remains valid and that the invalid provision is replaced by a valid one with a similar effect. This prevents the entire contract from collapsing due to a single error.
Usually yes, bundled under a heading such as “Final Provisions” or “Other Provisions”. The position says nothing about the importance — it is a choice of organization: first the substantive agreements, then the legal framework surrounding them.
For a standard contract between Dutch parties, a good template is often sufficient. Engage a lawyer for a foreign party, large sums or long-term obligations, or if you require a tailored force majeure or liability arrangement.
