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general terms and conditions

General terms and conditions (also standard terms and conditions or T&Cs) can be part of a contract. Most corporates use general terms and conditions governing subjects such as invoicing, breach of contract, notice periods and termination procedures. Often these terms and conditions are included in a separate document which is attached to contract. The contract normally refers to these (separate) general terms and conditions.

Standard Terms and Conditions in the Netherlands

The Dutch Civil Code regulates the content of general terms of conditions and the way in which these terms can be declared to apply to a contract. Furthermore the Dutch Civil Code provides for lists (the so-called grey and black list) of terms that are deemed to be unreasonably onerous if the other party is a consumer A natural person who does act in the course of a profession or business.
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. A consumer can declare a unreasonably onerous term void. These lists are in principle not applicable to companies who are bound by general terms and conditions. Under certain circumstances, an exception can be made for small businesses.

Applicability T&Cs on Dutch contracts

According to the Dutch Civil Code general terms and conditions are only applicable on a Dutch contract if the user of these terms has offered the other party a fair chance to learn of the terms and conditions. The starting point hereby is that the terms and conditions must be actually handed over to the other party when signing a contract. Another possibility, however, is to refer the other party to the source of the general terms and conditions (often used with electronic contracts / internet sales & services).


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