Drafting General Terms and Conditions for Contractors

General terms and conditions for contractors are the standard terms used by a contracting company for quotations, order confirmations, construction contracts, remodeling, renovations, and building projects. They govern recurring agreements regarding payment, additional work, scheduling, building materials, subcontractors, completion, warranty, and liability.

The general terms and conditions are not the same as the specific construction contract. The construction contract, quotation, or order confirmation describes the specific work, the contract sum, the schedule, and the project documents. The general terms and conditions govern the legal rules that frequently arise in contracts.

MKB Juristen drafts general terms and conditions for contractors that align with your contracting practice, clients, project documents, and risks. We look specifically at contracting work, additional work, installment payments, completion, the Dutch Construction Decree (Wkb), subcontractors, and liability.

General terms and conditions are important as soon as you regularly submit quotations, accept projects, work with specifications or drawings, engage subcontractors, use installment payments, or run the risk of disputes regarding additional work, delays, completion, or defects. In contracting practice, disputes often arise regarding exactly what was agreed upon and whether extra work falls within the contract price.

For contractors, good terms and conditions are particularly useful because construction projects often change during execution. The client makes different choices, hidden defects become apparent, materials are delivered late, a permit is missing, or the schedule shifts due to third parties.

The content depends on your activities, clients, and project type. In many cases, we assess or arrange, among other things:

• quotations, order confirmation and conclusion of the agreement;
• hierarchy between quotation, specifications, drawings, technical description and conditions;
• contract sum, advances, installment payments and final settlement;
• additional work, reduced work and changes during execution;
• planning, construction time and delays caused by the client, third parties or circumstances;
• building materials, materials, price increases and delivery times;
• use of subcontractors, suppliers and engaged third parties;
• safety, construction site, access and cooperation of the client;
• delivery, repair points, commissioning and final settlement;
• warranty, maintenance, complaints and reporting of defects;
• Wkb, quality assurance and file building where relevant;
• liability before and after delivery;
• application of AVA, UAV, UAV-GC or own conditions.

In the construction industry, standard terms and conditions such as the AVA, UAV, and UAV-GC are frequently used. The AVA is widely used for contracts where no site manager is appointed, particularly for smaller construction and utility works. The UAV and UAV-GC are more often used for larger or more structured projects, for example in civil engineering, technical installation works, or integrated contract forms.

Your own general terms and conditions may be used alongside or instead of such standard terms and conditions, but this must be done carefully. You must avoid multiple sets of terms and conditions overlapping or containing conflicting provisions. It must also be clear which terms and conditions apply to the assignment and which deviations apply.

We therefore assess on a case-by-case basis whether your own terms and conditions, AVA, UAV, UAV-GC, or additional project conditions best suit your contracting firm and project type.

Additional work is one of the most significant points of conflict in construction contracts. During execution, it may become apparent that extra work is required, that the client makes different choices, or that the specifications or drawings need to be adjusted. Without clear arrangements, disputes arise regarding permission, pricing, and the impact on the schedule.

General terms and conditions for contractors must therefore specify when additional work occurs, how additional work is ordered, how the price is determined, and when the construction period is extended. In practice, it is advisable to confirm additional work in writing, for example via email, construction report, order form, or digital agreement.

In construction contracts, delivery is an important legal moment. Therefore, it must be clear when the work is ready, how the inspection takes place, how repair points are recorded, and what commissioning by the client entails. Without a clear delivery procedure, disputes often persist regarding payment, defects, and repairs.

Liability after completion must also be carefully regulated. Legislation, project conditions, and the nature of the defect can influence the question of what the contractor remains liable for after completion. General terms and conditions must therefore align with the chosen contract type and the agreements in the quotation or construction contract.

The Construction Quality Assurance Act (Wkb) can affect information, file compilation, quality assurance, and liability for certain construction projects. Not every project falls under the Wkb in the same way, but for relevant projects, it must be clear who provides which information, how the quality assurer is treated, and which documents are required for handover or notification of completion.

General terms and conditions cannot resolve these points independently of the project agreements, but they can contain standard rules regarding cooperation, provision of information, file documents, notifications, and the consequences of delays caused by missing data.

General terms and conditions do not automatically become part of a contract for services. You must declare them applicable before or at the time of concluding the agreement and give the client a reasonable opportunity to read the terms. In practice, this means: sending them along with the quotation, including them as an attachment to the order confirmation, or offering them via a clear download link.

Merely referring to terms and conditions on the invoice is usually too late. Moreover, with business clients, you must be very careful if the client uses their own purchasing or contract terms and conditions. If you wish to apply your own terms and conditions, you must clearly declare them applicable and expressly reject the client's terms and conditions.

Do you work for both consumers and business clients? Then you must take different rules into account. Consumers are more strongly protected than business clients. Provisions regarding payment, cancellation, liability, complaints, warranty, and price changes are more likely to go too far for consumers.

Therefore, a single general set of terms and conditions is not always ideal. Sometimes separate terms or clear, segregated provisions are necessary for private and business clients. We assess which approach suits your contracting company and type of projects.

Do you already have general terms and conditions for your contracting company? If so, we can check whether they still suit your activities, clients, and working methods. We examine, among other things, applicability, payment, additional work, specifications, drawings, installment payments, subcontractors, the Dutch Construction Decree (Wkb), completion, warranty, liability, and the relationship to AVA, UAV, or other conditions.

We also assess whether the terms and conditions are used in practice. A well-written text is of little use if the terms and conditions are not sent along, are not included in the quotation, or do not align with order confirmations, payment statements, construction reports, and handover documents.

After a brief intake, we discuss your contracting company, activities, clients, project documents, payment structure, and key risks. We then draft custom-made general terms and conditions for contractors or review your existing terms.

You will receive terms and conditions tailored to your practice, with attention to quotations, contracting work, specifications, drawings, additional work, installment payments, subcontractors, Wkb, completion, warranty, liability, and correct use in quotations and order confirmations.