Doing Business in the Netherlands 2012 - American Chamber of ...

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7.3 Production If the company enters into a third and final stage by organizing a fullfledged production and sales operation (with the customary business risks for bad debts, etc.), it will be required to report an increased arm’s-length remuneration in respect of its increased activities and the increased risks to which it is exposed. However, the company may then also make use of the tax benefits available to Dutch companies, such as an investment allowance for business assets, accelerated depreciation of certain assets and generous loss compensation facilities. These facilities are described in chapter 13 Corporate Income Tax. 62 Baker & McKenzie
8 Commercial Contracts 8.1 General Dutch Contract Law Doing Business in the Netherlands 2012 Dutch contract law is rather liberal and allows for substantial freedom of contract. For the majority, the rules of the Dutch Civil Code are default rules that apply if and to the extent that the parties have not arranged for a specific topic in their contract. However, for some types of contracts, such as consumer contracts (see section 8.3 below), commercial agency contracts (see section 8.5 below), lease contracts, insurance contracts and transport-related contracts, (partly) mandatory legislation (i.e., that cannot be deviated from by contract) exists. It is furthermore important to note the principles of reasonableness and fairness (redelijkheid en billijkheid) that underlie Dutch contract law. These principles may either supplement a contract agreed between the parties or – in exceptional circumstances – prevent a party from relying on a contractual clause (see with regard to limitations of liability, chapter 22). Besides the reasonableness and fairness, some other distinctive (although not mandatory) features of Dutch law are: � Termination: In the event of a breach, the non-breaching party is allowed to terminate (dissolve) the contract, unless the breach does not justify the termination and its consequences. This also applies in the event of force majeure. � Specific performance: In the event of breach of contract, the non-breaching party may also claim specific performance. � Penalties: Parties are free to agree on a penalty. The amount of the penalty does not have to resemble the expected damages, although a court is entitled to reduce the amount of the penalty. Unless agreed otherwise, the penalty replaces the right to specific performance and full damages. Baker & McKenzie 63
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Innovative ways to inform you Doing
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1 The Netherlands Doing Business in
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