DRAFTING LEGAL AGREEMENT
When you start a Dutch company, it’s important to check if your legal and trade agreements that you have sed for your overseas company, are also compliant to Dutch law. In some cases, your partner, or supplier will ask you to conclude an agreement with them, while you are uncertain on the legal consequences of such agreement, according to Dutch law.
Our legal team can help with these matters.
Our lawyers with specialization in contract law are able to provide you with adequate advice and support on contractual matters, such as all possible types of business agreements between parties, as well as determination, dissolution, notice of default, default and compensation in the event of non-compliance and (legal) payment terms, drawing up employment contracts, screening rental agreements and liability.
We can also assist and advise you during the pre-contractual phase, that is, during the contractual negotiations. When we check or prepare your contracts, we agree on the turnaround time and the fee in advance so that you know exactly where you stand.
Drawing up contracts in English
In principle, contracts are form-free. Do you have trading partners in China, America, Germany or England? No problem, in that case we can also draft contracts in English. Think of cooperation contracts, distribution contracts and shareholder agreements, or a delivery contract. After all, English is a common language generally accepted in business. When a Dutch party is involved in an international trade transaction, English-language contracts are, in our opinion, preferable to documents drawn up in Cantonese. In that case, an English-language sales contract is customary.
Below a number of important points for attention when drafting a contract:
1. The intention of the parties ('' considering that ... '');
2. Essential elements of the performance;
3. Within what period must be performed (delivery of goods or provision of services);
4. Are there general terms & conditions and have these been correctly handed over to the other party;
5. In which territory is the contract valid, so for which territory is the agreement drawn up;
6. There are quality requirements with regard to performance;
7. Who bears the risk for performing the services or for transporting the goods;
8. Has a good claim settlement been agreed with regard to determining and calculating damage;
9. At what time does the risk of damage transfer to the other party (risk transfer);
10. Has insurance been taken out and whose responsibility is that?
11. What price must be paid for the products or services and can this be done in installments;
12. Are securities provided, such as a deposit, (bank) guarantee, retention of title, property or mortgage;
13. What has been agreed about non-compliance (non-performance) and when is there force majeure?
14. Is there an arrangement regarding liability of the other party, without breaking legal limits;
15. What about personal liability and is there a safeguard or an exemption clause;
16. If default occurs in the event of non-compliance, a written notice of default is required for this;
17. Within which period must the performance be delivered;
18. What are the consequences of failing in compliance, suspension and is there a penalty?
19. In the event of non-payment, does a collection clause apply and compensation or default interest have been
20. Can the contract be prematurely canceled by both parties and what are the requirements for cancellation;
21. Which law applies to the agreement is that Dutch or foreign law?
22. Which court, so which forum is authorized to take cognizance of a possible dispute;
23. Will the Vienna Sales Convention be excluded and will the rules of private international law (IPR) apply?;
24. Is there a dispute settlement, mediation or arbitration procedure before a court case is possible;
25. Are there special agreements about the burden of proof and the way in which cases must be proven;
26. Have agreements been made about confidentiality in a confidentiality clause;
27. Is it wise to include a non- competition clause or relationship clause in the contract
YOUR BUSINESS TOOLKIT
FREE ACCESS TO ALL THE THINGS YOU NEED TO KNOW
Our experts have combined their knowledge and strengths to create a tool we call the Business Toolkit.
The Business Toolkit will help you and entrepreneurs from around the globe to truly understand the Dutch market, regulations and laws. And will enable you to take a deep-dive into the topics displayed below.
This way you will easily get up to speed with our Company formation process, Dutch Tax & Accounting and our corporate services.
Make sure to check out our handy checklists, explainer video's and extensively written Whitepapers too!