How to draw up general terms and conditions

Content of general terms and conditions

A general terms and conditions document sets out the rules that apply to you and your customers or clients for each assignment. What you include depends on the work you do. But almost all general terms and conditions contain rules about:

• Quotation: how long is it valid?
• Transport: who pays for transport, insurance, and import duties?
• Delivery time: what is the delivery time and when does force majeure apply? (Force majeure is a term used to describe unforeseeable circumstances that prevent someone from fulfilling a contract. For example, natural disasters or a pandemic).
• Payment: what is the payment term and what about collection costs and interest for late payments?
• Retention of title: if the customer does not pay, the seller retains ownership of the product and can therefore reclaim it.
• Warranty: is there a warranty and, if so, what are the conditions?
• Difference of opinion: how to deal with a dispute?
• Liability: who is responsible for damage if you or your customer makes a mistake?

In your quotation or contract, include the most important agreements and those specific to a particular assignment. This helps prevents disputes. If you do business internationally, draw up the general terms and conditions and the contract in the same language.

Draw up terms and conditions yourself

Many sector organisations have drawn up general terms and conditions for their field. If you are a member, you can, or must, use these as a basis.

You can also draw up your own general terms and conditions. Many entrepreneurs use the terms and conditions of other companies in their sector as an example.

Make sure not to directly copy another company’s general terms and conditions. This is not allowed because of copyright. Other entrepreneurs' terms and conditions may also contain things that are not relevant to you. Or there may be important subjects missing.

If you want to be sure that your general terms and conditions are correct, have a lawyer draw up or check them.

Unreasonable terms and conditions

You may not include any agreements in your general terms and conditions that are unreasonable. There is also no point in doing so, because unreasonable terms and conditions are not legally valid. 

You can check what the law considers unreasonable on the black list in the Civil Code (in Dutch). This is a list of agreements forbidden in general terms and conditions between companies and consumers. The black list says, among other things, that you cannot include that customers can only undo the purchase through the courts. 

There is also a grey list (in Dutch). On this list you will find borderline cases. Conditions that may be unreasonable or reasonable depending on the situation and your business.

Consumer or business client

The black and grey lists are only meant for consumers. The law protects them better than business clients. You can expect business clients to be better informed about their rights and obligations than consumers. 

Small entrepreneurs, such as sole traders, general partnerships, or small private limited companies, are in some cases protected by the ‘reflex effect’. This means that during a court case, a judge can decide that consumer rules apply to a small entrepreneur.

If you work with both businesses and consumers, it is useful to create a different general terms and conditions document for each group. 

Using general terms and conditions

It is important that your general terms and conditions are correct in content. But you should also follow the rules for using them. Your general terms and conditions will only be valid if you communicate them properly to your customers.