In the Netherlands a contract is concluded by an offer and the acceptance of that offer. Both oral and written contracts are binding, but difficulties may arise in case the existence of an oral agreement is contested. Although you are free to conclude a contract, there are certain rules you have to observe in order to make sure your contract is legally valid. There are three exceptions to the principle of freedom of contract: a contract may not infringe upon (1) the law, (2) public morality or (3) public order. The conclusion of a contract is often preceded by negotiations. During the negotiating process, parties can agree on the meaning of their behavior and statements. They can, for example, include reservations in the contract such as “subject to board approval”. Parties can even determine a break-up fee. A letter of intent or a memorandum of understanding can be considered a binding contract.
How can I conclude a contract under Dutch contract law?
Companies are not obligated to have General Terms and Conditions. However, we would recommend them. Why?
Many subjects can be dealt with in the articles of association. So why not lay down all agreements in the articles of association? Why conclude a shareholders agreement as well?
To make sure your General Terms and Conditions are applicable you have to comply with the strict rules of Dutch law.
What is a management agreement? Why would your company need one?