Is a quote binding? Validity, withdrawal and general terms under Dutch law

Is a quote binding?

Yes, as soon as the client accepts it. In Dutch law a quote (offerte) is an offer, and under article 6:217(1) BW a contract is formed by an offer and its acceptance. The Netherlands Chamber of Commerce (KVK) puts it simply: a quote is binding once the client agrees to what it says, by signature, by email or by another clear confirmation. From that moment the terms in the quote apply.

Before acceptance there is no contract yet. Whether you are already tied to your quote depends on what you write in it. The statutory rules on offer and acceptance (articles 6:219 to 6:225 BW) apply only insofar as nothing else follows from the offer itself, another agreement or custom (article 6:217(2) BW).

Can you withdraw a quote?

Only if it has no deadline. Article 6:219(1) BW says an offer can be revoked unless it contains a period for acceptance, or its irrevocability follows from the offer in some other way. If you write “valid until 31 January”, you cannot withdraw the quote before that date. Not even if your prices rise or your team fills up.

Without a deadline you can withdraw it, but only as long as the client has not accepted and has not yet sent an acceptance (article 6:219(2) BW). Once the acceptance email is on its way, you are too late.

A quote with a validity period cannot be withdrawn before that date.

What does a non-binding quote mean?

Dutch quotes often say “vrijblijvend”, which translates as non-binding or without obligation. It gives you one extra option. If the offer states that it is made without obligation, you can still revoke it immediately after acceptance (article 6:219(2) BW). The Dutch word is onverwijld: without delay. The law gives no number of days. Wait a week, and the contract may already stand.

So non-binding does not mean you are tied to nothing. It means you can still say no right after the client says yes. Do not put both “non-binding” and a validity date in the same quote. It is no longer clear what you meant.

How long is a quote valid?

As long as you write down. There is no standard validity period for a quote in the Netherlands, and KVK advises always stating a validity date, so it is clear until when the price and terms apply. If you state no period, article 6:221 BW applies: an oral offer lapses if it is not accepted immediately, a written offer if it is not accepted within a reasonable time. The law does not say how many days that is.

An offer also lapses when the client rejects it (article 6:221(2) BW). And if acceptance arrives after the validity date, you may still treat it as on time, provided you tell the client so without delay (article 6:223(1) BW). The choice is yours: go ahead at the old price, or send a new quote.

What if the client accepts with changes?

In a private tender, a request for proposals from a business rather than a public body, this happens all the time: the client accepts, but with longer payment terms or a lower price for one item. Under article 6:225(1) BW such an acceptance counts as a new offer and a rejection of yours. Your original quote has lapsed, and you decide whether to accept the new offer. How to protect your margin in that second round is covered in price negotiation and BAFO.

If the reply differs only on minor points, it is different. Then the contract is formed as the client accepted it, unless you object to the differences without delay (article 6:225(2) BW). The law does not define what counts as minor. So respond in writing, and quickly, to any acceptance that does not match your quote exactly. A fixed habit of following up after you send helps, see following up a proposal.

Your terms or the client’s purchasing terms?

Your quote refers to your general terms. The client’s order refers to its purchasing terms. Which apply? This is the battle of the forms, and Dutch law has its own rule for it in article 6:225(3) BW: if offer and acceptance refer to different general terms, the second reference has no effect, unless the first set of terms is expressly rejected at the same time. In practice this works as a first-reference rule.

Expressly is a high bar. Case law holds that the rejection must be clear and specific, and in principle cannot follow from boilerplate, such as a pre-printed line on a purchase order. In some circumstances a court may see it differently, for example when the parties had already corresponded about each other’s terms. If the client does expressly reject your terms, its acceptance departs from your offer and is in effect a counter-offer.

• Your quoteRefer and attachName your general terms, with version, in the quote itself, and send them along.
• Their requestRead the purchasing termsIf the request mentions purchasing terms, read them before you write. Liability, payment terms and penalties affect your price.
• RejectingSpecific, not boilerplateIf you do not accept their terms, say so in the quote itself, for this job. A standard sentence is in principle not enough.

Which reference came first is not always obvious, for example when the purchasing terms were already in the request. For a large contract or where liability is at stake, have a lawyer look at it before you sign.

If you want to reject the other side’s terms, do it specifically and in the quote itself.

Do your general terms apply between businesses?

Yes, once they have become part of the contract. A client is bound by your general terms even if it did not know their content (article 6:232 BW). It can, however, annul a clause that is unreasonably onerous, or any clause if you did not give it a reasonable opportunity to read the terms (article 6:233 BW). That second ground is the duty to inform. You generally meet it by handing over the terms before or when the contract is made, on paper or electronically in a way the client can store (article 6:234 BW). Business.gov.nl puts it plainly: before you conclude an agreement, you must inform your customer about the general terms you use.

Many business clients are an exception, not only large ones. A Dutch private or public limited company (bv or nv), cooperative or mutual insurance society that had most recently published its annual accounts when the contract was made (or to which article 2:403 BW was applied), and a party with fifty or more people working for it at that time, cannot rely on these two grounds (article 6:235(1) BW, read with article 2:360 BW). The first group has no size threshold: a small bv counts too. Neither can a party that itself repeatedly uses the same or almost the same general terms in its contracts (article 6:235(3) BW). Such a client cannot argue that it never received your terms.

The Dutch “black list” and “grey list” of unreasonable clauses (articles 6:236 and 6:237 BW) protect consumers. KVK notes that a court sometimes extends that protection to a small business, such as a sole trader. In Dutch this is called reflexwerking, a reflex effect.

What does a validity period mean in practice?

A validity period is a promise. While it runs, the client can hold you to your price and terms. So base it on what you can deliver, not on habit. A client with a purchasing department and several decision makers needs more time than an owner who decides alone. How to structure the proposal itself, and what must legally be on it, is covered in how to write a business proposal.

1. 1State an end dateWrite a date, not a period such as “30 days”. Then there is no argument about when it started.
2. 2Fix your price levelSay which price level your prices are based on. For a multi-year contract, agree in the quote how the price will move. See price indexation and which CBS index to use; CBS is Statistics Netherlands.
3. 3Be honest about capacityIf you promise a start date or a fixed team, that promise stands until the end date. If you cannot guarantee it, write down what is fixed and what depends on when the order comes in.
4. 4Refer to your termsName your general terms in the quote and send them along. Keep proof that the client received them.
5. 5Agree how the client acceptsA signature, a signed order confirmation or an email. Then it is clear when the contract was formed.

If the period runs out while the client is still deciding, send a short confirmation with a new date, or a revised quote if your costs have changed. For a specific dispute, or doubt about whose terms apply, consult a lawyer qualified in Dutch law.