What is a contract for work?
A contract for work exists when a contractor undertakes towards a client, outside of an employment relationship, to produce and deliver a tangible work for a price in money to be paid by the client. This is the statutory definition in Article 7:750 of the Dutch Civil Code. It always involves an obligation of result: the contractor commits to delivering a concrete end result, not merely to performing efforts. Examples include the construction or renovation of a home or commercial building, the installation of a system, painting work, laying a floor, or realizing an infrastructure project. The contract for work is the written record of the agreements made between the contractor and the client regarding this.
Our lawyers advise both clients and contractors on the drafting, review, and amendment of contracts for work and assist you in construction disputes, from initial notice to litigation.
What is the difference between a contract for work and a contract for services?
This distinction is of great legal importance and is frequently confused in practice. In a contract for services pursuant to Article 7:400 of the Dutch Civil Code, the contractor undertakes to perform activities consisting of something other than the creation of a tangible work — such as advice, mediation, or conducting legal proceedings. In a contract for work, the tangible end result is central: a building, an installation, or a structure. The distinction determines which statutory rules apply regarding breach of contract, liability, completion, and termination. An incorrect classification of the contract can result in you being unable to rely on the protective provisions of one or the other regulation. Our lawyers will assess for you which regime applies and what that means for your position.
What is included in a good construction contract?
A sound construction contract contains at least the following elements: an accurate description of the work and the quality requirements it must meet, the contract sum or the method of price determination, the start and completion dates including consequences for exceeding them, the payment schedule and any installment payments, agreements regarding additional and reduced work, the allocation of risk in the event of cost-increasing circumstances, the completion procedure and warranty periods, provisions regarding subcontracting and chain liability, and the applicable general terms and conditions. The more detailed the work description, the smaller the chance of disputes regarding the scope of the assignment. An oral construction contract is legally valid but virtually impossible to prove in the event of a dispute — for the construction of a home for a consumer, written form is even legally required.
What are the UAV 2012, the UAV-GC 2025, and the AVA 2023, and when do you use which one?
In Dutch construction practice, three sets of standard general terms and conditions are widely used. The UAV 2012 — Uniform Administrative Conditions for the Execution of Works and Technical Installation Works 2012 — is the most commonly used set for traditional construction contracts where the client (with or without an architect) has prepared the design and the contractor exclusively handles the execution. The UAV-GC 2025 — Uniform Administrative Conditions for Integrated Contract Forms, published on January 14, 2025 — is intended for integrated contracts where the contractor is also involved in the design, such as in Design & Construct projects. The AVA 2023 — General Terms and Conditions for Construction — from Bouwend Nederland are more suitable for smaller construction and utility works, available in both a business and a consumer version. None of these sets applies automatically: they must be explicitly declared applicable to the agreement and provided in a timely manner. Our lawyers advise you on which set fits your specific project and which additions or deviations to the agreement are necessary.
What is additional work and how do you prevent disputes regarding it?
Additional work is one of the most common sources of construction disputes. Additional work occurs when the client requests activities that fall outside the original contract and lead to an increase in the contract price. Pursuant to Article 7:755 of the Dutch Civil Code, the contractor is entitled to compensation for additional work, but only if he has warned the client in a timely manner that the requested change will lead to a price increase. If he fails to do so, he may lose his claim for additional work—unless the client should have understood the necessity of the price increase himself. Furthermore, under the UAV 2012, changes to the specifications must be instructed to the contractor in writing. In practice, agreements regarding additional work are too often made verbally or confirmed via WhatsApp, which leads to evidentiary problems in the event of a dispute. A well-drafted construction contract contains a clear procedure for additional work with a written requirement, a specific time for approval, and a price agreement in advance.
What are cost-increasing circumstances and when is the contractor entitled to additional payment?
Cost-increasing circumstances are circumstances that could not have been foreseen at the time the contract was concluded and that significantly increase the costs of execution, without this being attributable to the contractor. Pursuant to Article 7:753 of the Dutch Civil Code, the contractor may in such a case request the court to increase the contract price. Examples include unexpected soil contamination, extreme increases in raw material prices, or significantly altered building regulations during execution. However, the contractor does have a duty to warn: he must report the cost-increasing circumstance as soon as possible once he becomes aware of it. If he fails to do so, he forfeits his claim. Our lawyers advise both contractors on the correct reporting and substantiation of cost increases and clients on assessing and disputing such claims.
How does the handover work and what are the consequences for liability?
The handover is the most legally critical moment in a construction contract. At the moment of handover, the risk of the work passes from the contractor to the client, and the limitation period for hidden defects begins to run. Upon handover, the work is assessed for defects: in principle, the client can no longer claim compensation from the contractor for visible defects that he could have discovered at the time of handover but did not report. Hidden defects—defects that were not reasonably visible at the time of handover—can still be claimed by the client after handover, provided he reports them in a timely manner after the defect has been discovered or should reasonably have been discovered. A correct handover procedure with a written handover report and signature by both parties is therefore essential, for both the contractor and the client.
What changes does the Construction Quality Assurance Act bring for contractors and clients?
The Quality Assurance in Construction Act (Wkb), which is entering into force in phases, significantly alters the liability rules for contractors. The core of the change is that, after completion, the contractor remains liable for defects attributable to him, unless the contractor can demonstrate that the defect is not due to him. This represents a reversal of the burden of proof compared to the old law, under which the client had to prove that the defect was attributable to the contractor. In addition, the Wkb introduces a mandatory warning system and a record-keeping obligation for contractors. For contractors, this means a stricter risk profile that must be reflected in the construction contract, the general terms and conditions, and the insurance coverage. Our lawyers advise you on the implications of the Wkb for your specific project and help you adapt your contracts accordingly.
Can a construction contract be terminated or dissolved prematurely?
Yes, but the consequences vary significantly. The client may terminate the construction contract, in whole or in part, at any time pursuant to Article 7:764 of the Dutch Civil Code, even if the work has not yet been completed. In that case, the client is obliged to pay the contractor for the work already performed, plus compensation for lost profits on the unexecuted portion. This generally makes early termination by the client costly. In principle, the contractor cannot unilaterally terminate the agreement, but can dissolve it in the event of a breach of contract by the client—for example, in the case of persistent payment arrears. Dissolution requires a notice of default and a reasonable period for rectification. Our lawyers advise you on the financial consequences of termination or dissolution and guide you through the implementation thereof.
What are the risks of an oral or poorly drafted construction contract?
An oral construction contract is legally valid, but in the event of a dispute, it almost always leads to a one-against-one-word situation regarding exactly what was agreed upon. Without written documentation of the work description, the contract price, the completion date, and the procedure for additional work, you, as the client or contractor, are left empty-handed in the event of a conflict. The most common disputes concern: ambiguity regarding the scope of the work, disputed additional work without written confirmation, disagreement about the quality of the completed work in the absence of quality requirements, and liability for consequential damages resulting from an overly broadly formulated exoneration clause. A written construction contract with clear agreements on all these points is the best form of prevention. Our lawyers will draft these for you or assess an existing contract for weaknesses.
How does it work at MKBjuristen?
After a brief intake, our lawyers map out your project, your position—client or contractor—and your specific risks. Based on this, we draft a construction contract that aligns with your project, the applicable industry terms and conditions, and current legislation, including the Wkb (Construction Quality Assurance Act). We advise you on the appropriate set of general terms and conditions, the procedure for additional work, the completion procedure, and the liability provisions. Have you already received a construction contract from your counterparty? If so, we assess it for risks and imbalances and advise you on the adjustments to be negotiated. Are you already involved in a construction dispute regarding additional work, completion, or defects? Then our lawyers will assist you from the initial formal notice to proceedings before the civil court or the Arbitration Board for the Construction Industry.
