Manufacturing and Supply Agreement in Netherlands: Template, Key Clauses and Local Law (2026)

A manufacturing and supply agreement in the Netherlands sets how one party makes and delivers goods to another over time. Dutch law gives you wide freedom to agree terms, but two things catch people out: the UN sales convention applies by default to cross-border deals unless you exclude it properly, and Dutch rules on standard terms can strike down a clause you thought was locked in. This guide sets out the law, the key clauses and a working skeleton. It is general information, not legal advice; confirm a live deal with a Dutch lawyer. ## What law governs manufacturing and supply in the Netherlands? The framework has two or three layers, depending on whether the deal is cross-border: - The Dutch Civil Code (Burgerlijk Wetboek). Book 6 covers general obligations, including the duty of reasonableness and fairness (Article 6:248) and the rules on standard terms (Articles 6:231 to 6:247). Book 7, Title 1 covers sale (koop), including conformity, delivery and remedies.

• The CISG (UN Convention on Contracts for the International Sale of Goods). The Netherlands is a contracting state, so the CISG applies by default to a sale of goods between businesses in different contracting states, and can also apply when Dutch law is chosen. If you do not want it, exclude it by an express clause in the main contract; Dutch courts have rejected exclusions attempted only through standard terms.
• Product liability. The Civil Code (Book 6, Articles 6:185 and following) implements the EU product liability regime, which imposes liability for damage caused by a defective product regardless of fault, separate from the contract. ## The two points that catch people out ### The battle of the forms When each side sends its own standard terms, whose terms win? For domestic Dutch sales, Article 6:225(3) follows a first-shot rule: the first set of terms applies unless the second party expressly rejects them. For cross-border sales under the CISG, the knock-out approach applies instead, so only matching provisions become part of the contract. Decide early which regime you are in, and make your terms consistent with it. ### Standard terms can be set aside Dutch law lets a court strike an unreasonably onerous clause in standard terms, and requires that the terms were genuinely made available to the other party. A liability cap buried in general conditions that were never properly shared may not hold. Put the clauses that matter most, such as liability limits and the CISG exclusion, in the signed body of the contract. ## Key clauses in a Dutch manufacturing and supply agreement - Products and specifications: detailed specs, quality standards, and the change-control process for revisions.
• Forecasts and orders: rolling forecasts, firm order windows, minimum and maximum volumes, and lead times.
• Price and payment: price, indexation, invoicing, payment terms and interest on late payment.
• Delivery, title and risk: delivery terms (commonly an Incoterms rule), when title passes, and when risk passes. A retention-of-title clause is useful against buyer insolvency.
• Quality, inspection and acceptance: inspection rights, acceptance tests, and remedies for non-conforming goods.
• Warranties: conformity, fitness for purpose, and duration.
• Liability and product liability: caps, carve-outs, insurance, and a recall procedure, read against the product liability regime that cannot simply be contracted away as to injured third parties.
• Intellectual property and tooling: who owns designs, moulds and tooling, and who may use them.
• Term and termination: duration, renewal, termination for breach or insolvency, and run-off supply on exit.
• Force majeure and supply continuity: relief events and the duty to mitigate.
• Governing law and forum: Dutch law, whether the CISG applies, and a chosen court or arbitration. ## A simple drafting skeleton 1. Parties and date

2. Definitions and specifications
3. Scope of supply
4. Forecasts and ordering
5. Price and payment
6. Delivery, title and risk (Incoterms)
7. Quality, inspection and acceptance
8. Warranties
9. Intellectual property and tooling
10. Liability, product liability and recall
11. Term and termination
12. Force majeure
13. Confidentiality
14. Governing law (Dutch), CISG election, dispute resolution
15. Signatures Give the most attention to specifications, delivery and risk, liability, and the CISG election, because those decide who pays when something goes wrong. ## Common mistakes to avoid - Assuming Dutch domestic law applies to a cross-border sale when the CISG governs by default.

• Trying to exclude the CISG only in standard terms, which can fail.
• Hiding liability caps in general conditions that were never properly shared, so they can be set aside.
• Leaving title and risk undefined, which leaves losses from damage or insolvency unallocated. ## Keeping a supply portfolio under control If you buy or make goods across several countries, the hard part is not one contract. It is tracking which forecasts are binding, when each term renews, and whether the CISG was excluded in each deal. That work (drafting from a tuned template, flagging risky clauses, tracking renewals, keeping versions straight) is what an AI contract workspace can hold in one place. Adira is built for this, with per-clause risk review, plain-English clause editing and a live activity timeline; it is India-first today with other jurisdictions on its roadmap, so verify local depth before relying on it for Dutch law. More at Adira. The law above stands on its own. ## Bottom line A Dutch manufacturing and supply agreement gives you broad freedom, but the CISG applies to cross-border sales unless you exclude it in the main contract, and standard terms can be struck down if unreasonable or not properly shared. Define specifications, delivery, risk and liability with care, decide your position on the CISG, and get Dutch advice before signing a real deal.