What are general terms and conditions?
General terms and conditions are standard agreements that you use across multiple contracts. This means you do not have to renegotiate these agreements with every customer. Examples include provisions regarding payment terms, delivery, retention of title, warranty, liability, complaints, collection costs, force majeure, and applicable law. General terms and conditions are also referred to as delivery terms or “fine print.” Legally, they concern clauses that you declare applicable to your agreements. This must be done correctly; otherwise, the other party may be able to invalidate your terms.
When should you have general terms and conditions drawn up?
You need general terms and conditions as soon as you supply products or services on a structural basis. This applies to webshops, service providers, consultants, construction companies, software companies, training providers, employment agencies, wholesalers, and self-employed professionals. Without terms and conditions, you largely rely on the law. This is not always to your advantage. For example, you lack clear provisions regarding liability, payment, complaints, retention of title, and collection costs. Having general terms and conditions drawn up is particularly wise if you are growing, receiving larger contracts, working with business clients, or serving consumers. The sooner you properly arrange your terms and conditions, the stronger your position in the event of a conflict.
Have general terms and conditions drafted or reviewed?
Not every entrepreneur immediately needs a new set of terms and conditions. Sometimes you already have general terms and conditions, but they may be outdated, copied, or no longer suitable for your business. Have your terms and conditions checked if you have doubts about whether the text is still correct. We will examine the content, risks, legal validity, and practical use. In doing so, we also assess whether the terms align with your quotations, order confirmations, webshop, invoices, and contracts. Would you like to have existing terms and conditions reviewed? Then our
ContractCheck™ be suitable.
What do you regulate in general terms and conditions?
Good general terms and conditions align with your business. Not every entrepreneur needs the same provisions. Common topics include payment, invoicing, delivery, performance of services, terms, complaints, warranties, returns, liability, force majeure, suspension, dissolution, retention of title, collection costs, confidentiality, intellectual property, and dispute resolution. A software company needs different terms and conditions than a construction company. A webshop faces different risks than a consultancy firm. Therefore, we first assess how your business operates before drafting the terms and conditions.
General Terms and Conditions for businesses and consumers
Do you enter into agreements with consumers? If so, stricter rules apply than for business clients. Consumers are legally protected against unreasonably burdensome clauses. For consumers, the blacklist and greylist of the Dutch Civil Code play a role, among others. Clauses applicable to business clients may be invalid for consumers. Do you operate in both B2B and B2C sectors? Then a single general set of terms and conditions is often not advisable. It is usually better to use separate terms and conditions for business clients and consumers. This prevents your terms from being too strict or, conversely, too weak.
General Terms and Conditions for B2B
Business customers enjoy greater contractual freedom. However, this does not mean that anything goes. Even between entrepreneurs, provisions may, under certain circumstances, remain inapplicable. For B2B terms and conditions, limitations of liability, payment terms, complaint procedures, retention of title, penalties, suspension, and choice of forum are particularly important. The relationship between your terms and conditions and the counterparty's purchasing terms and conditions also deserves attention. If both parties refer to their own terms and conditions, a dispute may arise regarding which terms apply.
General Terms and Conditions for Webshops
There are additional points of attention for webshops. Consumers must receive clear information regarding price, delivery, payment, right of return, complaints, and withdrawal. Therefore, general terms and conditions for a webshop differ from standard B2B terms and conditions. The terms must align with the ordering process, the payment environment, shipping information, the return procedure, and privacy documentation. Do you have a webshop? Then also check out our page on
general terms and conditions for webshops.
General terms and conditions of delivery
General terms and conditions and terms of delivery are often used interchangeably. In practice, these documents overlap significantly. Terms of delivery usually focus primarily on delivery, transfer of risk, retention of title, transport, warranty, and payment. General terms and conditions are often broader and also regulate liability, complaints, force majeure, collection, and disputes. For companies that supply products, good
terms of delivery be important. For service providers, the emphasis is often more on execution, completion, liability, and additional work.
How do you declare general terms and conditions validly applicable?
General terms and conditions are only effective if you clearly declare them applicable. Merely referring to them on the invoice is usually too late. You must make it clear to the other party, before or at the time of concluding the agreement, that your general terms and conditions apply. Additionally, you must give the other party a reasonable opportunity to review the terms. For online agreements, the terms must be easy to open, save, and consult later. For offline agreements, you send the terms along with the quotation or order confirmation, for example.
What is the provision of general terms and conditions?
Providing the terms and conditions means giving the other party the opportunity to read your general terms and conditions before the agreement is concluded. This can be done in person, by email, or online. The correct method depends on how you conduct business. A webshop must arrange this differently than a consultancy firm or wholesaler. If the terms and conditions are not provided properly, the other party may invalidate them. In that case, you may not be able to use important provisions regarding liability, payment, warranty, or collection.
What if both parties use general terms and conditions?
In business relationships, both parties often refer to their own terms and conditions. You send your sales terms and conditions. The customer sends their purchasing terms and conditions. This creates the well-known battle of forms. In the Netherlands, the first shot rule generally applies. The terms and conditions referred to first apply in principle. This is different if the other party expressly rejects those terms and conditions. This risk is often underestimated. Especially in purchasing relationships, framework agreements, and order confirmations, it is important to actively determine which terms and conditions apply.
What are the risks of outdated general terms and conditions?
Outdated general terms and conditions can cause more damage than entrepreneurs realize. The text appears to offer protection, but in practice, it does not work well. This happens, for example, when the terms do not align with your current services, customers, prices, software, delivery model, or liability risks. Provisions may also become outdated due to changes in legislation or new case law. Therefore, review your general terms and conditions regularly. This is especially true if your business is growing, offering new services, expanding internationally, or switching to online sales.
Can I draft general terms and conditions myself?
You can draft general terms and conditions yourself or use a template from the internet. However, this is usually not legally sound. Templates are often too general. They contain provisions that do not suit your business or, conversely, lack clauses that are important for your industry. Furthermore, a copied text may contain provisions that are not permitted for consumers. General terms and conditions must not only be legally correct; they must also align with your way of working. That is why custom-made terms usually offer more protection than a standard template.
Filing general terms and conditions with the Chamber of Commerce or court
You can file general terms and conditions with the Chamber of Commerce or the court. This is not mandatory. Filing also does not automatically make your terms and conditions valid. However, filing can provide an evidentiary advantage. You can then demonstrate which version of your terms and conditions existed at a specific time. For most entrepreneurs, correct use is more important than filing. Therefore, first ensure that your terms and conditions are substantively correct and properly declared applicable.
Terms and conditions and privacy
General terms and conditions do not regulate the same matters as privacy documents. Do you use personal data of customers, users, or clients? Then you often also need a privacy statement. Do you process personal data for a business client? Then a
data processing agreement be required. For webshops, platforms, software companies, and online service providers, general terms and conditions, privacy statement, cookie statement, and data processing agreement must align well with one another.
How does having general terms and conditions drafted at MKB Juristen work?
We start with an intake meeting. During this meeting, we discuss your business, clients, industry, working methods, and key risks. We then draft customized general terms and conditions. You will receive a draft document that aligns with your practice. Subsequently, you can ask questions and submit changes. After the revision round, you will receive the final version. We will also explain how to use the terms and conditions correctly, both online and offline.
How much does it cost to have general terms and conditions drafted?
The costs depend on your business, industry, and requirements. A simple B2B set requires less work than terms and conditions for a webshop, platform, software company, or a business that serves both consumers and business clients. MKB Juristen works with fixed rates upfront. This means you know exactly what to expect before we start. Do you already have terms and conditions? We can review or amend them. Do you have nothing yet? We will draft a new set of general terms and conditions for you.
When do you need to have your general terms and conditions amended?
Have your general terms and conditions updated if your business changes. Consider new services, different clients, online sales, international assignments, or increased liability risks. A review is also advisable in the event of new legislation, changed consumer regulations, or a different business model. An old set of terms and conditions often no longer aligns with current practices. Are you unsure if your terms and conditions are still adequate? Then have your documents reviewed first. Afterward, you will know whether minor adjustments are sufficient or if a new set is necessary.
Need help having general terms and conditions drafted?
Would you like to
have general terms and conditions drafted, reviewed, or amended? MKB Juristen helps entrepreneurs with clear and legally sound terms and conditions. We tailor your terms to your industry, customers, risks, and daily practice. This ensures you don't receive a standard document, but rather terms that work when a dispute arises. Also, view our page on
contracts or have your existing terms checked via the
ContractCheck™. Additionally, see the information from Ondernemersplein regarding
drafting general terms and conditions.
What does 'handing over' mean and why does it determine whether your terms and conditions apply?
General terms and conditions are binding on your customer only if you provide them before or at the time of concluding the agreement and give the customer a reasonable opportunity to review them. If you fail to do so, the clauses are voidable pursuant to Article 6:233 sub b in conjunction with Article 6:234 of the Dutch Civil Code. Referring to them on the invoice is too late, as the agreement has already been concluded by then.
Additional rules apply to online sales: the terms and conditions must be available before placing the order in a way that allows the customer to save them and consult them later. Therefore, our legal experts review not only the text but also your quotations, order confirmations, ordering process, and email templates to ensure that the terms and conditions are actually applicable.
Do you need to file general terms and conditions with the Chamber of Commerce or the court?
No, filing is not mandatory. You may file your general terms and conditions with the Chamber of Commerce or the court, but it is not a condition for validity. Important to know: the Chamber of Commerce and the court do not verify the content. Therefore, filing does not mean that your terms and conditions are legally sound or meet statutory requirements.
What filing *does* do is serve as proof. Because your terms and conditions are assigned a date and number, you can later demonstrate which version was in effect at which time. This can be useful in telephone sales, where handing them over is difficult: you simply refer to the filed terms and offer to send them. However, filing does not replace handing them over. The core remains that you make the terms and conditions available before or at the time of concluding the agreement.
The black and grey list: what is and isn't allowed towards consumers?
If you sell to consumers, mandatory protection rules apply. The law provides for a black list of clauses that are always unreasonably burdensome (Article 6:236 of the Dutch Civil Code) and a grey list of clauses that are presumed to be unreasonably burdensome (Article 6:237 of the Dutch Civil Code). A clause on the black list is voidable without further ado; for the grey list, you must be able to substantiate why the clause is reasonable in your situation.
You have more contractual freedom towards business clients, but the open standard of Article 6:233 sub a of the Dutch Civil Code applies there as well: a clause may not be unreasonably burdensome in view of the nature of the agreement and the mutual interests. If you operate in both B2B and B2C sectors, the wording must be tailored accordingly, sometimes with separate provisions or two sets of terms and conditions.
Whose terms apply if both parties refer to them?
In practice, both buyer and seller often refer to their own general terms and conditions. Under Dutch law, the so-called battle of forms of Article 6:225 paragraph 3 of the Dutch Civil Code applies in principle: the terms referred to first prevail, unless those terms have been expressly rejected by the other party.
Therefore, an explicit rejection of your counterparty's terms and conditions is often decisive. We incorporate such a rejection into your terms and conditions and assess how you consistently apply them in your sales process, ensuring you do not unknowingly fall under the other party's terms.
How often should you renew your general terms and conditions or have them checked?
General terms and conditions are not a one-off document. Legislation and case law change, and your business changes with them: you acquire new services, different clients, larger contracts, or international customers. Conditions that were good a few years ago may now contain provisions that are no longer correct or that are actually missing.
A good rule of thumb is to have your terms and conditions reviewed whenever there is a substantial change in your offering or customer base, and periodically thereafter. If you use multiple versions over time, always keep a record of which version applied when; this is important for your evidentiary position in the event of a dispute. We assess not only the text but also whether you are still using the terms and conditions correctly in your sales process.
What is the risk of free or copied terms and conditions?
A free sample or a set adopted from another company may seem useful, but it rarely fits your business. Provisions may be missing, too strict, outdated, or not align with your industry, customer type, and liability risk. Furthermore, general terms and conditions are protected by copyright; blindly copying from a competitor can constitute infringement.
The greatest risk is a false sense of security. With a template, you often do not know why provisions have been included and how to use them. As a result, a document may appear legally sound, but in practice offer insufficient protection when you need it.
What does it cost and how quickly will you receive your general terms and conditions?
We draft custom general terms and conditions at a fixed price starting from 99 euros, with clear information regarding costs upfront. You will receive a draft document first; only then will we invoice. We deliver within the agreed timeframe as standard, with expedited delivery available.
The final price depends on the complexity: the number of services or products, whether you supply consumers or businesses, and whether you sell online. During the free intake, we determine together what you need, so that you do not pay for terms that do not suit your business.
