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 contracts is a strong one.
Why is “strong in contract law” the wrong question?
Every commercial firm drafts contracts. The differences only show up 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. How a firm handles those three moments tells you more than any list of practice areas.
Which four clauses decide your outcome?
What law governs your contract?
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.
Does the CISG apply to your contract?
This is the point most often missed. The UN Convention on Contracts for the International Sale of Goods (CISG, also known as the Vienna Sales Convention) 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 rules of the Dutch Civil Code (Burgerlijk Wetboek, BW) instead, you have to exclude the CISG expressly. Whether exclusion suits you depends on which side of the contract you are on — the CISG is in several respects more generous to buyers on conformity and notice than a well-drafted set of Dutch supplier terms.
Court 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 a large majority of states worldwide, 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.
Whose standard terms apply?
Dutch law has a distinctive and, for foreign parties, counter-intuitive rule. Under article 6:225(3) of the Dutch Civil Code (BW), 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 legal systems follow a last-shot rule. 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 the moment the contract is concluded; if they are not, the counterparty can have them annulled.
What does Dutch law add 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 (redelijkheid en billijkheid); an agreed rule does not apply where applying it would be unacceptable by that standard. In practice, 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 case law — rather than confining itself to the literal wording. For parties from a strictly literal contracting culture this cuts both ways: entire-agreement clauses carry less weight here than elsewhere, and a harsh exclusion clause is more vulnerable to challenge.
How do you choose the right firm? Six criteria
- 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 itself. 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 claims to offer everything usually subcontracts something.
Which contracts do we handle most often?
- 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 agreements and other 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 does Law & More work 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.
In summary
- The clauses that matter are governing law, the CISG, jurisdiction or arbitration, and standard terms — not the size of the firm’s contracts practice.
- Choosing Dutch law brings the CISG with it for cross-border sales of goods, unless you exclude it expressly.
- The Dutch first-shot rule on standard terms means the order in which documents are exchanged can decide whose terms apply.
- For a non-EU counterparty, arbitration under the New York Convention is usually easier to enforce than a Dutch judgment.
- A firm that is candid about what it does not do — such as international tax structuring — is generally more reliable on what it does do.
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 you exclude it, 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 drafted 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: arbitral 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 choice of court a good option too.
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.
Unsure where you stand? Tell us about your situation. We will let you know your options within one working day.
