What must be in my general terms and conditions (algemene voorwaarden)?
Dutch law does not give you a checklist of clauses that must appear in your algemene voorwaarden — there is no statutory minimum catalogue of, say, "a delivery clause" or "a liability clause." What the law does is set the conditions under which your voorwaarden are binding, the way they must be presented, and the content that is forbidden or presumed unfair. In short: the law tells you how your conditions must reach the counterparty and what they may not say; it does not tell you what they must say.
The framework sits in afdeling 6.5.2A of the Burgerlijk Wetboek (Boek 6, articles 231–243). Below is the practical content of that framework for the typical B2B and B2C case, with the main exceptions.
What counts as "algemene voorwaarden"
Article 6:231 BW defines algemene voorwaarden as one or more bedingen drawn up to be incorporated in a number of agreements. By definition it excludes "core terms" (bedingen that indicate the essence of the performance — typically the price and the main subject matter), provided those core terms are drafted clearly and understandably. So a voorwaarden document is what the law regulates; the heart of the deal is not.
Source: Artikel 6:231 BW.
You must give the counterparty a real chance to read them
Article 6:233 sub b BW makes every beding in your voorwaarden annullable (vernietigbaar) if you did not give the counterparty a redelijke mogelijkheid to take note of them. Article 6:234 BW fills in what counts as "reasonable." You meet that standard if, before or at the conclusion of the contract, you:
- hand the voorwaarden to the counterparty, or
- make them available electronically in a way that the counterparty can store and consult them later, or
- if neither is reasonably possible, inform the counterparty that the voorwaarden lie for inspection with you, or are deposited at a Kamer van Koophandel or at the registry (griffie) of a court that you name, and that they will be sent on request (and if not handed over upfront, you must actually send them on request, at your cost).
Article 6:232 BW adds that the counterparty is bound even if they did not read or understand the content — failure to bring them to attention is therefore no defence for the user.
Failure on this point is a procedural shortcoming, not a substantive content requirement, but in practice it is the most common reason voorwaarden fail.
Sources: Artikel 6:233 BW, Artikel 6:234 BW, Artikel 6:232 BW.
They must be drafted clearly and understandably
Article 6:238 lid 2 BW requires that the bedingen be duidelijk en begrijpelijk opgesteld. If there is doubt about the meaning of a beding, the interpretation most favourable to the consumer (the wederpartij) prevails — the contra-proferentem rule.
A practical consequence: vague clauses such as "and any other costs we deem reasonable" or "we may modify these terms at any time" are not per se invalid but will be read down in the consumer's favour and carry a higher risk of being struck out as unreasonably onerous (see below).
Source: Artikel 6:238 BW.
They may not contain content that is "unreasonably onerous"
Article 6:233 sub a BW is the umbrella rule: a beding is annullable if, in light of the nature and content of the contract, the way the voorwaarden came about, the mutually apparent interests and the other circumstances, it is onredelijk bezwarend (unreasonably onerous) for the counterparty. Two black-letter lists make this concrete in consumer contracts (wederpartij is a natural person not acting in the exercise of a profession or business):
The "black list" — Article 6:236 BW. Certain bedingen are always unreasonably onerous in consumer contracts. Examples: taking away the consumer's right to claim the promised performance; excluding or restricting the statutory right to dissolve the contract (Boek 6, afdeling 5 titel 5); excluding or restricting the right to suspend performance; leaving the assessment of your own non-performance to you; excluding liability for death or personal injury; excluding or limiting the consumer's right of set-off.
The "grey list" — Article 6:237 BW. Other bedingen are presumed unreasonably onerous, which can be rebutted. Examples: unusually long or unclear reaction deadlines; substantially limiting your own obligations compared to what the consumer could expect; giving yourself the right to deliver a prestation that materially deviates from what was promised (without giving the consumer the right to dissolve); giving yourself an unusually long or unclear delivery term; binding the consumer for an unreasonably long period; shifting the burden of proof.
The list can be tightened or relaxed by Algemene Maatregel van Bestuur under Article 6:239 BW, so always check the current text of Article 6:236 and 6:237 themselves.
Sources: Artikel 6:236 BW, Artikel 6:237 BW, Artikel 6:239 BW.
Who cannot rely on the consumer protections
Article 6:235 BW narrows who may invoke the annulment grounds. A large legal entity (a rechtspersoon that has published its annual accounts, or one to which Article 2:403 lid 1 BW applies) and any party with fifty or more employees (per the Handelsregister) cannot invoke the grounds in Articles 6:233 and 6:234. The same applies to a party that itself regularly uses the same or substantially the same voorwaarden in its own contracts — i.e. a professional user of voorwaarden.
In B2B deals between two such parties, the black and grey lists (Articles 6:236 and 6:237) do not apply by their terms, but the open reasonableness test of Article 6:233 sub a does, and clauses in conflict with mandatory law are still treated as unreasonably onerous under Article 6:240.
Source: Artikel 6:235 BW.
Collective enforcement (consumer organisations)
Separately, a consumer or trade organisation with full legal capacity can ask the court to declare your bedingen onredelijk bezwarend and to issue a ban — a route through Article 6:240 BW (with Article 6:241 BW giving the Gerechtshof Den Haag exclusive jurisdiction). That is why large trade bodies (Consumentenbond, ACM, branch organizations) regularly publish "model" voorwaarden sets that help you stay on the safe side.
Source: Artikel 6:240 BW.
Practical checklist for the typical case
| Requirement | Source | What to do |
|---|---|---|
| Clearly defined scope | Art. 6:231 BW | State they apply to all your agreements; exclude the core terms or mark them as such |
| Made available upfront | Art. 6:233(b), 6:234 BW | Hand them over, e-mail a PDF the counterparty can store, or refer to a KvK/court deposit |
| Clear and understandable drafting | Art. 6:238 BW | Plain language; no hidden clauses; clear headings |
| No black-listed clauses towards consumers | Art. 6:236 BW | Do not exclude dissolve, suspend, claim, set-off rights; do not strip liability for personal injury |
| Avoid grey-listed clauses towards consumers | Art. 6:237 BW | Be specific on deadlines, delivery, modifications, binding periods |
| Deposit at KvK/court if you rely on that route | Art. 6:234 lid 1 BW | Tell the counterparty where and that you'll send them on request |
| Version and date | — | Not strictly required, but essential for evidence |
Main exceptions and edge cases
- B2B between two large or voorwaarden-savvy companies (Art. 6:235 BW): the consumer-specific lists do not protect the other party, but general contract law and the open reasonableness test still apply.
- Individually negotiated terms: a clause you negotiated with a specific counterparty is not "algemene voorwaarden" within the meaning of Article 6:231 BW and is judged under the ordinary contract-law rules.
- Core terms (price, main subject matter): Article 6:231 explicitly carves them out of the definition, so Articles 6:233–6:237 do not police their substance — but they must still be clearly and understandably formulated.
- Distance and off-premises sales (Boek 6, Title 2A): Articles 6:230b and 6:230m add information duties that overlap with what goes into your voorwaarden.
This is general information, not legal advice. The exact wording of the black and grey lists (Articles 6:236 and 6:237 BW) and the threshold for Article 6:235 BW can change, and the fit of a specific clause depends on your sector and contract. For your own situation, consult a qualified Dutch lawyer.