Contracts & Disputes
Covers core mandatory provisions of Sino-Dutch contract law and dispute resolution — the contract baseline for Jiumo's 「Supply Chain Landing」 service agreements and three-party cooperation.
1. A sales contract generally includes: subject matter, quantity, quality, price, performance period, packaging, inspection standards, and settlement method.——Civil Code Art.596 Effective 1 Jan 2021
2. Failure to perform due to force majeure results in partial or full exemption of liability based on the degree of impact.——Civil Code Art.590
3. Unspecified terms (quality, price, etc.) after contract effectiveness may be supplemented by agreement; absent agreement, determined by relevant contract terms or trade customs.——Civil Code Art.510
4. A contract binds parties not only to its express terms but also to what may be reasonably inferred from the principle of good faith (redelijkheid en billijkheid).——Dutch Civil Code Art.6:248 Effective 1992, regularly amended
5. A contract may be dissolved for breach, provided a reasonable cure period is granted to the defaulting party.——Dutch Civil Code Art.6:265
6. Contractual claims generally must be asserted within 5 years from the due date; limitation periods may vary for different claims.——Dutch Civil Code Art.3:306 & Art.3:310
7. Contracts of sale of goods between parties whose places of business are in different CISG Contracting States are automatically governed by CISG.——CISG Art.1
Done 1980, effective 1988
8. International sales are recommended to use Incoterms 2020 to clarify place of delivery, risk transfer, and cost allocation.——ICC Incoterms 2020 ICC Publication No. 721E
9. Sino-Dutch trade contracts should explicitly specify: governing law (Dutch/Chinese/CISG), dispute resolution method (arbitration/litigation), and venue.——Civil Code Art.533 (variation) Dutch Civil Code Art.6:247 (choice of law)
10. Sino-Dutch trade contracts may choose arbitration at ICC International Court of Arbitration, HKIAC, CIETAC, etc.——New York Convention on Recognition and Enforcement of Foreign Arbitral Awards 1958
11. Electronic contracts and (qualified) electronic signatures have the same legal effect as traditional paper contracts.——Electronic Signature Law Art.13-14
Effective 1 Apr 2005 eIDAS (EU) 910/2014
12. OEM/brand collaboration contracts must specify: IP ownership, licence scope, territory, term, derivative rights, enforcement and infringement liability.——Civil Code Art.123 (IP definition) Dutch Copyright Act + EU Trade Mark Regulation (EU) 2017/1001