ARVODI, ARIV and the VNG model: Dutch government purchasing conditions explained for bidders

What are Dutch government purchasing conditions?

General purchasing conditions, in Dutch algemene inkoopvoorwaarden, are standard terms a public buyer applies to all its contracts of a certain type. They cover what does not change from contract to contract: liability, payment, confidentiality, intellectual property, insurance, termination and dissolution. What does change, such as price, term and penalties, is in the draft contract (conceptovereenkomst). You read the two together. Where the draft contract sits in the tender documents and how to go through it quickly is covered in reading tender documents.

Purchasing conditions only apply when the parties expressly agree to them, says the explanatory note to the ARIV-2026. In a tender, the documents declare them applicable. The VNG model is explicit: by submitting a bid, the supplier accepts the conditions and expressly rejects its own general and industry terms (article 2.4).

Which purchasing conditions do Dutch public buyers use?

Dutch central government, in Dutch het Rijk, has a separate set for each type of contract. Municipalities usually work with the model of the Association of Netherlands Municipalities (VNG). The year in each name is the version. Check it, because older versions such as the ARIV-2018 still turn up.

What is ARVODI-2025?

ARVODI-2025 are the general conditions Dutch central government uses for service contracts. They were adopted by the Prime Minister and replaced the ARVODI-2018 in 2025. PIANOo, the Dutch public procurement expertise centre, publishes a model service agreement with an explanatory note. In that model, the ministry chooses options per contract, such as the invoicing method, a penalty for late performance or different intellectual property terms. Deviations from the ARVODI must be written into the agreement itself.

According to its explanatory note, the ARIV-2026 was aligned where possible with the ARVODI-2025 and the ARBIT-2022. The liability cap and the payment term are the same in both sets.

The VNG model: general purchasing conditions of Dutch municipalities

The VNG Model General Purchasing Conditions for supplies and services dates from 2012 and was updated in October 2024 (member letter 24/039). It is a model: a municipality may deviate from it or add to it. The VNG asks municipalities to do that clearly, with a standard addendum. So read the addendum as well.

For IT contracts, municipalities use the GIBIT instead. According to the VNG, the model complies with the Dutch Public Procurement Act and its proportionality requirements.

What should you check in the purchasing conditions?

• LiabilityThe cap and the exceptionsARVODI-2025 (article 19.2) and ARIV-2026 (article 15.2): four times the contract value per event and six times per contract year, with a maximum of €3,000,000 per event and €5,000,000 per contract year. The VNG model (article 16.1) uses fixed amounts per band of contract value. The cap no longer applies in cases including death or injury and intent or gross negligence.
• PenaltiesNot standard, but possibleThe ARVODI-2025 has no standard penalty clause. The accompanying model service agreement lets the ministry add a penalty for late performance, linked to the contract value and capped, on top of performance and damages. In the VNG model, an agreed penalty is due immediately, without a formal notice of default (article 17).
• Intellectual propertyWho gets the rights?Under the ARVODI-2025, the buyer gets the copyright and database rights in the results, unless agreed otherwise (article 23.1). For what you already owned, it gets a non-exclusive licence (article 23.2). The VNG model gives the municipality all rights in bespoke work and an unlimited right of use in other results (article 8).
• Payment30 days, with a correct invoiceThe ARVODI-2025 (article 16.1) and ARIV-2026 (article 12.1) set 30 calendar days from receipt of the invoice, the VNG model 30 days unless agreed otherwise (article 20.3). Central government requires electronic invoices. In the VNG model, the term does not start if the invoice does not meet the requirements.
• TerminationThe buyer can stop earlyUnder the ARVODI-2025, the buyer can terminate at any time. You are then paid for work done and reasonable costs, but not for lost profit (article 21.4). In the VNG model, only the municipality can terminate, with the notice period in the agreement or otherwise a reasonable period (article 27.1). The ARIV-2026 has no termination for convenience clause, only dissolution.
• InsuranceAppropriate and customaryYou must be insured in a way that is appropriate and customary (ARVODI-2025 article 25.1, ARIV-2026 article 21), and show a statement from your insurer on request.
• ConfidentialityNot absoluteBoth parties keep confidential what they learn during the contract, unless the law or a court requires otherwise (ARVODI-2025 article 11.1). The buyer can attach a penalty to a breach (article 11.6). In the VNG model, the other party may suspend or dissolve the contract immediately after a breach (article 7.3).

How high is your liability under ARVODI and the VNG model?

It depends on the contract value, and the two sets calculate differently. A fictional example: a service contract worth €200,000. Under the ARVODI-2025 you are liable up to four times that amount, €800,000 per event, and up to six times, €1,200,000 per contract year. Under the VNG model, a contract of €200,000 falls in the band from €150,000 up to and including €500,000, with a cap of €1,500,000 per event and €3,000,000 per contract year.

Two things are easy to miss. The ARVODI-2025 does not define contract value in its definitions. Is it the value per year or over the full term? On a multi-year contract that makes a big difference. And the cap does not cover everything: under the ARVODI-2025 it also falls away for infringement of intellectual property rights and for damage from breaches of privacy law (article 19.3). Put the cap next to your own insurance: is the amount per event covered, and the damage that falls outside the cap?

A liability cap is only a cap if your insurance covers it.

What does the Proportionality Guide say about purchasing conditions?

The Gids Proportionaliteit, the Dutch Proportionality Guide, also covers contract terms, in section 3.9. A public buyer applies its rules or explains in the documents why not. How that works is covered in the Proportionality Guide. For purchasing conditions, four rules matter most.

1. 1Risk with whoever controls it (3.9 A)A risk belongs with the party best able to control or influence it. The explanatory text adds that warranty obligations, penalties and indemnities are usually not insurable.
2. 2Room for suggestions (3.9 B)Bidders get the chance during the procedure to suggest changes to the draft contract, or to deviate from the purchasing conditions. Imposing a contract without that chance is in principle disproportionate.
3. 3Jointly drafted terms in full (3.9 C)Where terms exist that buyers and suppliers drew up together, in Dutch paritaire voorwaarden, the buyer in principle applies them in full, because they form a balanced package. The guide gives the UAV 2012 and the UAV-GC 2005 among its examples. Deviating is possible for project-specific reasons, but must be justified.
4. 4No unlimited liability (3.9 D)The buyer does not require liability that is not limited in any way. To set the cap, it looks at the risks it actually runs and at what is usual in the sector. What is customarily insurable counts too.

According to the explanatory text, clauses should also be looked at together: each one can be reasonable on its own, while together they become disproportionate. How to apply this to penalties and KPIs is covered in SLAs and KPIs in proposals.

How do you ask for changes to the purchasing conditions?

In the clarification round, in Dutch the nota van inlichtingen, before you bid. Bidding on your own terms is not allowed in a Dutch public tender, as the explanatory text of the Proportionality Guide also states. Whatever you want changed must be in the documents before the deadline. This is how to build the question.

1. 1Name the clause preciselyThe set, the version and the article, and whether the draft contract deviates from it. For example: article 19.2 ARVODI-2025, read together with the penalty clause in the agreement.
2. 2Explain the problem, with the ruleWhat the risk is, why the buyer controls it better or why it is not customarily insurable in your sector. Refer to rule 3.9 A, B, C or D of the Proportionality Guide.
3. 3Propose an alternativeA specific cap, a yearly maximum for penalties, a licence instead of a transfer of rights, or a notice period.
4. 4Ask for clarity where something is missingHow is the contract value for liability calculated? Which version of the conditions applies? What prevails if the conditions and the agreement conflict?

A fictional example of such a question: “Article 19.2 ARVODI-2025 caps liability at four times the contract value per event. Article 8.2 of the draft contract raises this to ten times. Cover for that amount is not customarily insurable in our sector. In view of rule 3.9 D of the Proportionality Guide, would you apply the ARVODI-2025 provision unchanged?”

If an objection is not accepted, weigh it in your bid/no-bid decision. Outside public procurement rules it works differently: there your own terms and the client’s can clash. How that works is covered in is a quote binding.

Purchasing conditions are the buyer’s proposal. The clarification round is where you respond to it.