Framework agreement under Dutch law: what to record

A framework agreement (raamovereenkomst) sets the terms for future orders, such as prices, delivery times and liability. It can also contain obligations regarding purchase volumes, supply, exclusivity or entering into call-off contracts. Whether such an obligation exists depends on the wording, the interpretation and the way the agreement has been performed.

What is a framework agreement?

A framework agreement is a contract in which the parties set out the framework for their future cooperation. Dutch law has no specific rules for framework agreements; the general rules of Dutch contract law apply.

The agreement is formed by offer and acceptance (Article 6:217 Dutch Civil Code). The obligations must be sufficiently determinable (Article 6:227 Dutch Civil Code). Framework agreements are common in IT services, procurement, transport, cleaning and the secondment of staff.

When drafting or reviewing a framework agreement, keep three questions apart:

Which obligations arise from the framework agreement itself?
How is a call-off contract (nadere overeenkomst) formed?
Which obligations apply once that call-off contract has been concluded?

Are you obliged to place orders?

That depends on how the agreement is interpreted. Under Dutch law, the wording is not the only factor: the circumstances in which the agreement was made and the way the parties have performed it also count.

In ECLI:NL:RBROT:2023:8894 the preliminary relief judge of the District Court of Rotterdam derived an exclusive purchase obligation from a cooperation agreement, based on the wording, the background of the cooperation and twenty years of practice. A fixed minimum volume was not required for that. In ECLI:NL:RBMNE:2024:4029, by contrast, the preliminary relief judge of the District Court of Midden-Nederland held that the absence of exclusivity, fixed purchase and supply obligations, fixed prices and a fixed order volume pointed away from a long-term contract (duurovereenkomst).

Whether or not you want a purchase obligation, record it explicitly.

How is a call-off contract formed?

You decide that in the framework agreement. State whether a call-off contract is formed by placing an order, automatically, or only after separate acceptance.

The call-off contract specifies the individual assignment: quantity, work, planning and any project price. Everything not covered there is governed by the framework agreement. Also state what information an order must contain.

Which document prevails in the event of a conflict?

That is determined by an order-of-precedence clause in the framework agreement. Without such a clause, the outcome depends on interpretation: what meaning the parties could reasonably attribute to the provisions in the circumstances, and what they could reasonably expect of each other.

Pay attention to general terms and conditions as well. If both parties refer to different general terms, the second reference has no effect unless it also explicitly rejects the first set of terms (Article 6:225(3) Dutch Civil Code). General terms also only apply if they have been declared applicable. In principle, the other party must also have had a reasonable opportunity to read them (Articles 6:231, 6:233 and 6:234 Dutch Civil Code).

How do you terminate a framework agreement for an indefinite period?

Without a statutory or contractual termination clause, a framework agreement for an indefinite period can in principle be terminated. Reasonableness and fairness may, however, require a compelling reason for termination, a notice period or an offer of compensation.

The Dutch Supreme Court confirmed this starting point in ECLI:NL:HR:2019:446 (Voorst/Liander), concerning agreements from 1923 and 1976 without a termination clause. If the agreement does contain a termination clause, it can in principle be terminated in accordance with that clause. The Supreme Court held this in ECLI:NL:HR:2025:763 (DPD/Get Moving). A court cannot simply replace the agreed notice period with a longer one. A deviation is only possible if applying the clause would be unacceptable by standards of reasonableness and fairness.

Can you terminate a fixed-term framework agreement early?

In principle, no. A long-term contract for a fixed period ends automatically on the agreed end date and cannot be terminated early, unless the parties have agreed otherwise.

The exact consequences may depend on the agreement and on reasonableness and fairness. In ECLI:NL:RBMNE:2026:5629 the agreement ended on its end date. Given the long exclusive relationship and the distributor’s dependence, the other party did have to give timely clarity about a possible new agreement. Also agree what happens to running call-off contracts when the framework agreement ends.

What applies to a framework agreement with a government body?

In addition to contract law, the Dutch Public Procurement Act 2012 (Aanbestedingswet 2012) applies. The contracting authority must conclude the framework agreement through a permitted procurement procedure (Article 2.44 Public Procurement Act 2012).

During the term, a modification without a new tender is only possible if there is a statutory ground for it (Article 2.163a). Examples are a clearly worded review clause agreed in advance (Article 2.163c), a modification due to unforeseen circumstances (Article 2.163e) or a non-substantial modification (Article 2.163g). A modification that materially changes the contract or could affect competition must be assessed separately. When interpreting an agreement concluded after a tender, the court also takes into account the duty of transparency and the interests of other bidders.

What should you cover when drafting?

Make sure you cover at least the following points:

whether there is a purchase obligation, supply obligation or exclusivity, and how far it extends
how a call-off contract is formed, and what information an order must contain
prices and how they are adjusted
liability and its limitation
the order of precedence between the framework agreement, call-off contracts, annexes and general terms
the term, the termination clause and what happens to running orders

Need a framework agreement drafted or reviewed under Dutch law? Our contract law team can help.

Summary

A framework agreement sets the framework and can also contain independent obligations, such as purchase volumes or exclusivity.
Whether such an obligation exists depends on the wording, interpretation and practice.
Record how a call-off contract is formed and which document prevails.
An agreement for an indefinite period without a termination clause can in principle be terminated; if there is a clause, that clause applies in principle.
For government contracts, the Public Procurement Act 2012 determines how the agreement is concluded and modified.

Frequently asked questions

Is a framework agreement legally binding?

Yes. The parties are bound by what it says. Whether it also creates a duty to place or accept orders depends on how the agreement is interpreted.

What is the difference between a framework agreement and an SLA?

An SLA sets the performance standards for a service, such as availability and response times. An SLA is often an annex to a framework agreement.

Can my customer simply terminate the framework agreement?

That depends on the term and the termination clause. Without a clause, reasonableness and fairness may require a notice period or compensation. If there is a clause, that clause applies in principle.