Contract Law in the Netherlands: Legal Protection Against Trade Barriers

Under Dutch law, legal protection against trade barriers is addressed through a combination of civil, criminal, and sector-specific regulations, with mechanisms for both domestic and international disputes. Contract law in the Netherlands refers to the body of legal rules that govern agreements between parties. It allows businesses to create legally enforceable contracts and offers tools to deal with unforeseen events such as trade tariffs, sanctions, or market disruptions.

What is the legal definition of a contract under Dutch law?

Under Dutch civil law, a contract (overeenkomst) is a mutual agreement between two or more parties creating legal obligations (Article 6:213 BW). Contracts can be verbal or written, but written agreements provide stronger evidentiary value, especially in cross-border trade.

Key elements of a valid Dutch contract

• Mutual consent
• Legitimate purpose
• Lawful content
• Capacity to contract

How can companies address sudden import tariffs contractually?

Companies can protect themselves from unforeseen trade disruptions through strategic clauses in their contracts. One of the most effective tools is the force majeure clause.

Force majeure under Dutch law

Although not explicitly defined in the Civil Code, force majeure (overmacht) is regulated under Article 6:75 BW. It excuses a party from performance if an external event prevents them from fulfilling obligations without fault.

Tips for drafting force majeure clauses in Dutch contracts

• Include terms like “import tariffs”, “sanctions”, or “governmental trade restrictions”
• Specify thresholds (e.g., duties exceeding 10%) that trigger renegotiation
• Agree on cost-sharing and notification timelines

How do price adjustment clauses mitigate tariff-related losses?

Price adjustment (escalatieclausules) mechanisms allow parties to revise contract prices based on predefined triggers, such as increases in import duties or raw material prices.

Common approaches:

• Automatic adjustments based on external indices (e.g., EU customs tariffs)
• Renegotiation clauses if costs rise above a specific percentage
• Cost-sharing arrangements between suppliers and buyers

For example, a Dutch company importing steel could include a clause stating that if tariffs rise by more than 15%, both parties will equally bear the extra cost.

Can Dutch contracts promote supplier diversification?

Yes. Contracts can require suppliers to maintain alternative production capacity or allow buyers to source from multiple suppliers (multi-sourcing). This reduces dependency on regions with high trade risks.

Relevant provisions may include:

• Minimum volume flexibility clauses
• Regional allocation options (e.g., shift from Asia to EU/EEA)
• Intellectual property safeguards when working with new suppliers

In practice, Dutch manufacturers often include such flexibility in framework agreements, especially in technical or high-risk industries.

How to use Dutch law to manage supply chain costs?

Cost transparency is crucial. Many Dutch companies use so-called “should-cost” models that define expected pricing and trigger adjustments based on actual cost increases.

Scenario planning strategies:

• Quarterly pricing reviews
• Pre-agreed surcharge models for different tariff levels
• Clauses anticipating currency fluctuations alongside duties

This proactive approach avoids disputes and ensures predictability—especially valuable for Dutch SMEs that rely on stable margins.

Are there trade agreements Dutch companies can rely on?

Yes. The Netherlands benefits from EU trade agreements. Contracts can incorporate rules of origin, preferential tariffs, and customs cooperation frameworks.

Legal instruments to use:

• EU Free Trade Agreements (e.g., with Japan, Canada)
• Binding Tariff Information (BTI) rulings under EU customs law
• Use of bonded warehouses and deferred duties under Dutch customs law

Contractual clauses can mandate suppliers to provide certificates of origin and guarantee compliance with EU rules—preventing unexpected duty exposure.

How does Dutch contract law handle unforeseen circumstances?

In addition to force majeure, Article 6:258 BW offers a statutory ground to modify or terminate contracts due to unforeseen circumstances not attributable to either party.

Example scenarios:

• Sudden trade sanctions rendering performance impossible
• Extreme cost escalations due to geopolitical events

This provision is particularly relevant in cases where no force majeure clause exists or is deemed insufficient.

What should businesses do to prepare?

Companies should perform a legal audit of their commercial contracts to identify risks related to tariffs, supply chain disruption, or geopolitical uncertainty.

Steps to take:

• Review and revise force majeure and price clauses
• Include flexibility for sourcing and delivery terms
• Ensure alignment with EU trade regulations
• Consult a contract lawyer specialized in Dutch and EU trade law

Contact our Dutch Law firm

For any legal inquiries or support about Legal Protection Against Trade Barriers under Dutch law, please feel free to contact our adept team at MAAK Advocaten. Committed to excellence, our Dutch lawyers provide superior legal services tailored to your distinct needs. You can reach our law firm in the Netherlands through our website, by email, or phone.

Our approachable and skilled staff at MAAK Attorneys will be delighted to assist you, arranging a meeting with one of our specialized attorneys in the Netherlands. Whether you need a Dutch litigation attorney or a Dutch contract lawyer in Amsterdam, we are eager to guide you through the legal intricacies and secure the most favorable results for your situation.

Contact details

Remko Roosjen | attorney-at-law (‘advocaat’)
+31 (0)20 – 210 31 38
remko.roosjen@maakadvocaten.nl

The information on this legal blog serves purely for educational purposes and should not be taken as specific legal guidance. While we endeavor to maintain accurate and current information, we do not assert its absolute completeness or relevance to your particular situation. For advice tailored to your legal concerns, we urge you to engage with a licensed attorney. Please note that the blog’s content may change without notice, and we are not liable for any inaccuracies or missing information.