- Hoge Raad
- Eiseres vs Atria Watermanagement B.V.
SALES CONTRACT - BETWEEN TWO DUTCH COMPANIES - REFERENCE TO UNIDROIT PRINCIPLES IN SUPPORT OF SOLUTION ADOPTED UNDER THE APPLICABLE DOMESTIC LAW (DUTCH LAW)
ADMISSIBILITY OF EXEMPTION CLAUSES - REFERENCE TO ARTICLE 7.1.6 UNIDROIT PRINCIPLES AND COMMENTS THERETO AS WELL AS TO ARTICLE 8:109 PRINCIPLES OF EUROPEAN CONTRACT LAW
Two Dutch companies entered a contract for the supply of bulb-cleaning machinery. The general conditions attached to the contract contained a clause exonerating the seller from any liability for losses sustained by the buyer in using the machinery. A loss was actually suffered by the buyer, which claimed damages from the seller. When the seller invoked the exemption clause, the buyer objected that it was not valid: not only was it not properly brought to its attention by the seller, but the seller, by having sought insurance coverage for possible liability on its part, implicitly admitted that it might be held liable vis-à-vis the buyer. The Supreme Court decided against the buyer.
In his conclusion, the Advocaat-Generaal pointed out that exemption clauses were common practice and played an important role in commerce. Moreover, in denying the validity of the exemption clause in question the Netherlands would depart from the internationally prevalent approach, and in support of that statement, referred to Article 7.1.6 of the UNIDROIT Principles and the comment thereto, as well as to Article 8:109 of the Principles of European Contract Law.