September 6, 2007

General Terms and Conditions and the Internet:

In Netherlands Antilles law (article 6:231 of the Civil Code) general terms and conditions are defined as “one or more written stipulations drafted for inclusion in a number of contracts, with the exception of stipulations involving the essential prestations” (obligations). One of the requirements for general terms and conditions to be legally binding is that the other party should have had a reasonable opportunity to take note of them. That can be achieved in several ways such as providing hard copies and depositing the terms at the Commercial register of the Chamber of Commerce or with the clerk of the Court.

On the 29th of August 2007 a decision of the District court of Haarlem in The Netherlands was rendered that may mark the beginning of a change of view about how one can provide “a reasonable opportunity” to take note of general terms and conditions. In that particular case, the general terms and conditions were not given to the other party in the traditional way but reference was made to the website of the company where the general terms and conditions were published. According to the court, the use of the Internet in this era is so common that providing general terms and conditions in an electronic way could be seen as providing the terms and conditions in the traditional ways as mentioned in the Civil Code.

If this decision will be affirmed by higher courts, corporate life has been made much easier in terms of complying with publication rules for general terms and conditions. For the time being we do both. We have our General Terms and Conditions published on this site and we provide you with a hard copy if you require such.