Terms and conditions are generally “fine print” that are declared applicable to contracts. General terms and conditions often contain inter alia: limitations of liability, interest obligations and guarantees. They are often used by suppliers of services and goods.
The importance of terms and conditions
One usually don’t read terms and conditions. However, they quickly apply to the agreement and in that way to the legal relationship between the parties. As mentioned, terms and conditions often contain limitations and exclusions of liability and are therefore of great importance. If a supplier delivers a defective product as a result of which the purchaser suffers damage, the purchaser can simply be confronted with the general conditions in which the supplier’s liability is excluded for 80%.
The importance of including correct general terms and conditions in your contracts and understanding the consequences of the applicability of the general terms and conditions is therefore great.
General terms and conditions in the law
Our Dutch Civil Code not only provides rules for the content of the general terms and conditions, but also for the way in which the other party must be informed about the existence and content of those terms and conditions. General terms and conditions apply to an agreement very quickly and easily.
Providing terms and conditions
A company must offer its customers a reasonable opportunity to read the general terms and conditions. This applies to consumers to a greater extent. The basic principle is that the general terms and conditions must actually be made available when concluding an agreement. If this is not reasonably possible, then a reference should in any case be included to where the general terms and conditions can be found at the commercial register or the registry of the court, where general terms and conditions can be deposited. When general terms and conditions have not been properly handed over, they can be destroyed and thus not applicable to the legal relationship.
Assessing and drawing up general terms and conditions by a lawyer
For transactions, we recommend that the general terms and conditions should be assessed or drawn up by a lawyer. It requires careful study, since the consequences of the applicability of general terms and conditions are significant for both the supplier and the buyer/customer. Fennek’s contract lawyers are experts in the field of general terms and conditions. For questions about assessing or drawing up general terms and conditions, please contact one of the Fennek lawyers.