Dutch law. International business.
Dutch commercial contract lawyers
Clear Dutch-law agreements for international companies that need to trade, cooperate and enforce their rights in the Netherlands without avoidable legal friction.
Contracts that work in practice
Translate the commercial deal into an enforceable Dutch-law agreement
A contract is useful only if the people running the business understand what must happen, when it must happen and what the company can do if performance falls short. We draft and review agreements with that operational reality in mind.
For international transactions, the first risk is often structural. A choice of Dutch law does not by itself determine which court has jurisdiction. EU conflict-of-law rules, mandatory provisions and international conventions may affect the outcome. An international sale may, for example, fall within the United Nations Convention on Contracts for the International Sale of Goods (CISG) unless the parties validly exclude it.
We therefore align the commercial terms with the legal framework. We identify the decision points, allocate the risks deliberately and remove language that appears familiar in an English-language agreement but has an uncertain or different effect under Dutch law. The result is a contract that management can use, not a document that only becomes relevant after a dispute has arisen.
Full contract lifecycle
From term sheet to termination
We support foreign companies, Dutch subsidiaries, investors and commercial teams at every stage of a business relationship.
Drafting and negotiation
Supply, services, SaaS, licensing, cooperation, manufacturing, outsourcing and framework agreements drafted or negotiated under Dutch law.
General terms and conditions
Correct incorporation, battle-of-forms analysis, exclusions of liability, payment provisions, retention of title and sector-specific terms.
Distribution and commercial agency
Territory, exclusivity, targets, online sales, competition-law sensitivities, goodwill compensation and a workable exit route.
Technology, data and IP clauses
Ownership, licences, service levels, security, data processing, AI use, portability and business continuity aligned with the wider deal.
Contract governance
Notice requirements, escalation routes, audit rights, change procedures and evidence practices that keep long-term projects manageable.
Breach, exit and enforcement
Default notices, suspension, termination, damages, settlement and litigation strategy when the commercial relationship no longer performs.
Cross-border precision
Issues that deserve an express decision
International agreements should not leave core legal questions to implication. We give each issue a clear place in the negotiation and explain the practical trade-off.
Data, technology and AIProcessor roles, international transfers, security, model use and regulatory responsibility.
Authority and corporate approvalsSigning authority, board approval, shareholder consent and conditions precedent.
Property and construction contractsDutch mandatory rules, project risks, handover, defects, delay and additional work.
Fast contract reviewA focused red-flag review when timing is tight and the business needs a clear negotiation position.
Our working method
Legal depth without slowing down the transaction
Commercial brief
We start with the intended deal, the non-negotiables, the leverage and the operational risks rather than an abstract clause-by-clause review.
Prioritised advice
You receive a concise risk map: issues that must change, points worth negotiating and provisions the business can consciously accept.
Implementation
We finalise the wording, support the negotiation and make sure notice, approval and contract-management steps are usable after signing.
Frequently asked questions
Dutch contract law in an international context
Does Dutch law apply to our international contract?
Parties can often choose Dutch law expressly. If they do not, EU conflict-of-law rules and the nature of the agreement determine the applicable law. Mandatory rules may still apply regardless of the chosen law.
Can a Dutch-law B2B contract be written in English?
Yes. Commercial agreements governed by Dutch law can generally be drafted and concluded in English. Clear defined terms and consistent terminology remain important because a Dutch court will interpret the agreement in its full commercial context.
Are our general terms automatically part of the contract?
No. They must be incorporated correctly and the other party must have a reasonable opportunity to review them. International transactions also require attention to conflicting sets of standard terms.
Does the CISG apply to an international sale of goods?
It may. The CISG can apply to international sales between parties established in contracting states unless it is validly excluded. The contract should state deliberately whether the CISG applies.
Can we choose an English-language court in the Netherlands?
For qualifying international civil or commercial disputes, parties may agree in writing to proceedings in English before the Netherlands Commercial Court, provided its jurisdiction requirements are met.
Authoritative framework
Official reference points
Before the deal is signed
