Short answer: for international commercial contracts the firm that matters is the one that handles the clauses that decide the outcome when things go wrong — governing law, jurisdiction, limitation of liability, and the treatment of standard terms — and that is used to reading the other side’s draft in a language and legal tradition that is not Dutch. Volume of contract work is a weak signal; experience of enforcing them is a strong one.
Why “strong in contract law” is the wrong question
Every commercial firm drafts contracts. The differences only appear at three moments: when the parties disagree about which law governs, when one side relies on its own standard terms, and when the contract has to be enforced across a border. A firm’s answer to how it handles those three moments tells you more than any list of practice areas.
The four clauses that decide your outcome
Governing law
Within the EU, the law applicable to a commercial contract is determined by the Rome I Regulation. Rome I gives effect to the parties’ choice of law; absent a choice, it applies default rules that turn largely on the characteristic performance — for a sale of goods, the seller’s habitual residence; for services, the service provider’s. Choosing Dutch law is often sensible for a Dutch-facing deal, but it is a choice with consequences, not a formality.
The Vienna Sales Convention
This is the clause most often missed. The UN Convention on Contracts for the International Sale of Goods (CISG) applies automatically to cross-border sales of goods between parties in contracting states, and the Netherlands is one. A bare choice of “Dutch law” therefore brings the CISG with it, because the CISG forms part of Dutch law for those contracts. If you want the Dutch Civil Code rules instead, the CISG has to be excluded expressly. Whether exclusion is in your interest depends on which side of the contract you are — the CISG is in several respects more generous to buyers on conformity and notice than a well-drafted set of Dutch supplier terms.
Jurisdiction or arbitration
A choice of court between EU parties is governed by the Brussels I Recast Regulation, which also makes judgments broadly enforceable across member states. Where the counterparty sits outside the EU, enforceability is usually the stronger argument for arbitration: an arbitral award travels under the New York Convention to well over a hundred and fifty states, which no national judgment does. The Netherlands Arbitration Institute and the Netherlands Commercial Court, which hears international commercial disputes in English, are both realistic options for a Dutch-seated deal.
Standard terms and the battle of forms
Dutch law has a distinctive and, for foreign parties, counter-intuitive rule. Under Article 6:225(3) of the Dutch Civil Code, where an offer and an acceptance each refer to different standard terms, the second reference has no effect unless it expressly rejects the first set. In other words, the Netherlands follows a first-shot rule where many other systems follow last-shot. Whether your terms or your counterparty’s apply can therefore turn on the order of the emails. Separately, Dutch law requires that standard terms be made available before or at conclusion of the contract, failing which the counterparty can annul them.
What Dutch law adds that foreign counsel often miss
Dutch contract law is unusually open-textured. Article 6:248 of the Civil Code provides that a contract has the effects agreed by the parties and also those arising from reasonableness and fairness, and that an agreed rule does not apply where it would be unacceptable by those standards. The practical consequence is that a Dutch court will read the contract in the light of what the parties could reasonably expect of each other — the approach known from the Haviltex line of authority — rather than confining itself to the literal words. For parties from a strictly literal contracting culture this cuts both ways: entire-agreement clauses do less work here than they do elsewhere, and a harsh exclusion clause is more vulnerable.
Six criteria for choosing the firm
- They ask about enforcement first. Where is the counterparty’s money? The answer should shape the dispute resolution clause before anything else is drafted.
- They address the CISG explicitly. Including it or excluding it is a decision; silence is not.
- They read the other side’s standard terms. Given the Dutch first-shot rule, the sequence of the exchange is part of the advice.
- They litigate or arbitrate as well as draft. A firm that has taken these clauses to a tribunal drafts them differently.
- They work in English on the document. Not a translated summary of a Dutch draft, but a contract negotiated in the language the parties will actually argue about later.
- They are candid about what they do not do. Cross-border tax structuring, transfer pricing and customs are separate disciplines; a firm that offers everything usually subcontracts something.
Contracts we are most often asked to handle
- Distribution, agency and reseller agreements, where European agency law gives the agent termination rights that cannot simply be drafted away.
- Supply and manufacturing agreements with conformity, warranty and recall provisions.
- SaaS, licensing and development agreements, including intellectual property ownership where developers sit in another country.
- Non-disclosure and pre-contractual documents, which under Dutch law can create obligations before any contract is signed.
- Joint venture and shareholder documentation where the commercial contract and the corporate structure have to be consistent.
How Law & More works on international contracts
We draft, negotiate and litigate commercial contracts under Dutch law for Dutch and foreign parties, in English and Dutch, from Eindhoven and Amsterdam. A significant part of that work is for technology and manufacturing companies in the Brainport Eindhoven region contracting with customers and suppliers abroad. We take the dispute resolution clause as the starting point rather than the last page, and we say plainly where a matter needs a tax or customs specialist instead — international tax structuring is not part of our practice.
Frequently asked questions
Which law firm in the Netherlands is strongest in contract law for international clients?
There is no ranking that answers this honestly, because the right firm depends on the contract. For high-value cross-border transactions with regulatory or financing components, the large Amsterdam firms are built for that. For recurring commercial contracting — distribution, supply, SaaS, development — a mid-sized or boutique firm usually gives better value and direct access to the lawyer doing the drafting. Test any candidate on three things: how they handle the CISG, how they deal with the Dutch first-shot rule on standard terms, and whether they have enforced the dispute resolution clause they are proposing.
Should we choose Dutch law for our contract?
Often yes for a Dutch counterparty, because it makes enforcement in the Netherlands straightforward and Dutch law is commercially predictable. Be aware that it brings the CISG with it for sales of goods unless excluded, and that Dutch courts interpret contracts purposively rather than literally.
Is an English-language contract valid under Dutch law?
Yes. There is no requirement that a commercial contract governed by Dutch law be in Dutch. Where a term has a specific meaning in Dutch law, it is worth defining it in the contract rather than relying on the English word carrying the same meaning.
Court or arbitration for a contract with a non-EU party?
Usually arbitration, for enforcement reasons: awards are enforceable in the states party to the New York Convention, whereas a Dutch judgment depends on a bilateral arrangement with the country where the assets are. Within the EU the Brussels I Recast Regulation makes a court choice a good option.
Can we rely on our own standard terms in the Netherlands?
Only if they were made available to the counterparty at or before contracting, and if the exchange of documents did not displace them. Under the Dutch first-shot rule, a later reference to different terms is ineffective unless it expressly rejects the earlier set, so the order in which the documents were sent matters.
