How do you declare general terms and conditions applicable?
In disputes, there is often much discussion about whether general terms and conditions apply to a contractual relationship. General terms and conditions should therefore be declared applicable to the contract in a legally correct way, for example, in the contract itself. It can also be useful to include a reference to your general terms and conditions on other documents or places. Think about invoices, your website or at the bottom of emails. This can be done with a referral clause.
Examples of referral clauses
The referral clause refers to the clause in a document that indicates the applicability of the General Terms and Conditions. Below are some examples of referral clauses.
In offers, contracts and other agreements
The General Conditions [NAME COMPANY] apply to this agreement. The General Conditions [NAME COMPANY] are filed at the Chamber of Commerce under number ....... and can be downloaded at [direct URL to pdf version]. The General Conditions [NAME COMPANY] will furthermore be sent on request. The applicability of purchase conditions or any other conditions from customer or from third parties is, expressly rejected by [COMPANY NAME]. Customer explicitly declares to have received the General Conditions [NAME COMPANY] and to agree with the General Conditions [NAME COMPANY].
Written quotations and other offers, contracts and other agreements must also be accompanied by a written copy of the General Conditions. In this way there can be no discussion as to whether the General Conditions have been handed over.
If quotations and offers, contracts and other agreements are sent by e-mail, it is wise to include a PDF version of the terms and conditions as an attachment.
In other places, such as in invoices and standard letterhead and e-mails
Dutch law applies to the agreement between parties.
The General Conditions [NAME COMPANY] apply to all our legal relationships. The General Conditions [NAME COMPANY] are filed at the Chamber of Commerce under number ........ and can be downloaded at [direct URL to pdf version]. The General Conditions [NAME COMPANY] will furthermore be sent on request. The applicability of purchase conditions or any other conditions from customer or from third parties is, then, expressly rejected by [NAME COMPANY].
Avoid discussions about general terms and conditions afterwards
Referral clauses come in all shapes and sizes and can be shorter than the examples given. The most important thing is that the referral clause declares the general conditions applicable and refers to the place where the general conditions can be consulted and downloaded. Because discussions can arise afterwards whether a certain link to the general conditions worked at the time the general conditions were declared applicable, the conditions should always be included with the agreement or in an e-mail. This can only not be done after the agreement has been concluded.
