The Uniform administrative conditions for the execution of works and technical services 2012 (UAV 2012) apply to a majority of construction contracts. For many years, the relevant sector parties engaged in broad consultation to arrive at a new version. However, their attempts came to nothing, prompting the Minister of Housing and Spatial Planning to decide to amend the UAV 2012 unilaterally. Thus, the UAV 2012 now aligns with the liability rules emanating from the Quality Assurance (Building Sector) Act [Wet kwaliteitsborging voor het bouwen (Wkb)]. In February 2025, the new UAV 2012 (version 2025) was published in the Government Gazette [Staatscourant].
How does the new text affect contractors and contracting authorities? In this blog, we will discuss the key changes and their legal impact.
What did the old version of UAV 2012 regulate?
The UAV 2012 regulates the legal relationship between the contractor and the client. Paragraph 12 lays down the liability of the contractor after delivery of the works. The starting point of UAV 2012 was that the contractor stopped being liable after delivery for any defects that the client could reasonably have discovered at the time of delivery. Only in the event hidden defects - which remained undetected in spite of careful inspection - could the contractor still be held liable, provided they were attributable to him and the client fulfilled its obligation to disclose such defects within a reasonable period.
The exception becomes the rule: Enduring liability under the Wkb
The Wkb has been in force since 1 January 2024. The purpose of this legislation is to strengthen the position of the client in contracts for works and to improve construction quality. To achieve this, the Wkb brought about changes in the Dutch Civil Code (DCC), including Article 7:758.
Paragraph 3 of Article 7:758 DCC provides that the contractor shall be discharged from liability for defects that the client should reasonably have discovered at the time of delivery. The provision goes to emphasise the importance of a client fulfilling its obligation to inspect with due care.
In the wake of the Wkb, a new paragraph 4 has been added, providing for a key exception to paragraph 3: where an agreement for works concerns the construction of a building, the contractor shall be liable for any defects that were not discovered at the time of delivery, unless these defects cannot be attributed to the contractor. This marks a clear derogation from the system that previously held sway under UAV 2012: where discharge from liability after delivery of the work used to be the starting point under UAV 2012 (save for hidden defects), the new standard under the Wkb is enduring liability on the part of the contractor. As a result, the contractor essentially is and remains liable for defects after delivery, unless these defects cannot be attributed to him. This paragraph 4 cannot be derogated from to the detriment of the client, if that client is a private natural person. If the client is acting in the conduct of a business, the paragraph can only be derogated from to the detriment of the client if the contract explicitly so provides.
So what Article 7:758(4) DCC has in fact done is give a new interpretation to the term 'hidden defect', reconfiguring it as any defect that was not discovered at the time of delivery, irrespective of whether it should reasonably have been discovered. The client's obligation to inspect appears to have been abolished.
We hasten to add that the new liability regime of Article 7:758(4) DCC applies only to contracts for work that were closed on or after 1 January 2024 (see Article 218 Civil Code Transition Act). The earlier provision of Article 7:758(3) DCC continues to apply to contracts concluded before 2024, including any derogating arrangement in - for instance - the UAV 2012.
What changes have been brought about by the 2025 version of the UAV 2012?
As we noted, the entry into force of the Wkb created tension between the statutory provision of Art. 7:758(4) DCC and paragraph 12 of the UAV 2012. In fact, the UAV 2012 was in conflict with the (semi-)mandatory rule laid down in Article 7:758(4) DCC.
To resolve this conflict, the 2025 version of the UAV 2012 was published, with the first three subparagraphs of paragraph 12 deleted. The liability of the contractor is now provided for by Article 7:758(3) and (4) DCC, without any other conflicting provision being in the way. The consequence is that, in principle, the contractor can be held liable after delivery of the work for any defects not discovered at the time of delivery, unless such defects cannot be attributed to the contractor. The 2025 version of the UAV 2012 is now aligned with the starting points and the system of the Wkb, although the (potentially) enduring liability of the contractor after delivery does have an unfavourable effect on the liability position of the contractor than it used to be under the earlier versions of the UAV 2012.
The UAV 2012 (version 2025): Limited impact on tenders
The UAV 2012 and its predecessors are the de facto go-to documents where government contracts for works are concerned. This should hardly come as a surprise, as rule 3.9C of the Gids Proportionaliteit provides that model contracts or general terms and conditions must be applied that are the result of joint consultations. Although the Gids Proportionaliteit does not define what general terms resulting from joint consultations are, the explanatory notes to rule 3.9C does mention the UAV versions 1989 and 2012 as examples of such terms. Yet at the time the UAV 2012 were adopted, two Dutch Ministers - of Defence and of Infrastructure and the Environment - expressed their refusal to agree with the wording of paragraph 12. Evidently, the debate about the liability regime raged even then. So while questions can be raised as to whether the UAV 2012 were in fact the result of joint consultations, it does not show from actual practice that the UAV 2012 as a whole or paragraph 12 in particular are considered not to be the result of joint consultations.
What are the implications of the recent unilateral amendment of the UAV 2012 (version 2025) and will they, in view of rule 3.9C, give rise to any practical problems? In our opinion, the impact of 2025 version of the UAV 2012 on the daily practice of tendering will be limited. There are four reasons behind this view.
- First of all, the amendment has not gone beyond the deletion of those parts which, following the entry into force of the Wkb, would be at odds with provisions of (semi-)mandatory law, rendering null and void any contract concluded subject to them. This follows from Article 3:40(2) DCC. If this were to give rise to any debate, it would be far from obvious that the interest of the integral application of terms and conditions resulting from joint consultations is to outweigh the obligation to act in accordance with provisions of mandatory law.
- A second important factor to consider is that Article 7:758(4) DCC only applies to the construction of buildings. Although the definition of 'building' (in Dutch: bouwwerk) has yet to take shape, it means that government contracts for works not considered buildings - such as drillings, installation work or renting out construction equipment - fall outside the scope of Article 7:758(4) DCC.
- Thirdly, derogations from Article 7:758(4) DCC to the detriment of the client are allowed only if the contract clearly and explicitly provides as much. It follows that a mere non-standard clause in the general terms and conditions does not suffice. While this may be relevant for both contractors and clients, it is likely to have little effect on the everyday contracting practice. We mentioned earlier that the UAV 2012 is still considered to have been the result of joint consultations between the relevant sector parties. In addition, the Gids Proportionaliteit provides that a contracting authority must - by virtue of the 'apply or explain' principle - substantiate every deviation from such standard set of terms and conditions.
- Fourth, the question remains whether the unilateral amendment of the UAV 2012, in its 2025 iteration, will result in any actual changes. Theoretically, one could argue that contracting authorities are no longer obliged to apply this version of the UAV in full, as it was not preceded by consultations involving all sector parties. This could result in the adoption of alternative sets of general terms and conditions, which could be less favourable to contractors. In practice, however, this is unlikely to happen. After all, the UAV was amended to align with the current version of the Dutch Civil Code and offers benefits for clients, particularly where liability is concerned. The obvious way forward then will be that contracting authorities will continue to use this new version.
What's more, all other provisions and rules of the Gids Proportionaliteit continue to apply in full. Rule 3.9A (balanced distribution of risks), rule 3.9B (option allowing tenderers to make suggestions) and rule 3.9D (appropriate liability) allow for sufficient options to make terms and conditions negotiable as part of the summary of additional information and changes and to counter unbalanced provisions.
In conclusion
The amended paragraph 12 of the UAV 2012 (version 2025) brings the UAV in line with the current version of the Dutch Civil Code, strengthening the position of clients after delivery. The likely result for contracting authorities is that the integral application of the UAV 2012 will continue to be the standard, which fits within the framework set by the Gids Proportionaliteit. Contractors should be aware of the tightened liability rules and, if necessary, ask questions about this if they intend to submit a tender.
Feel free to contact us with any queries you may have about the implications of the amended UAV 2012 with regard to your tender procedure or contract.
The Uniform administrative conditions for the execution of works and technical services 2012 (UAV 2012) apply to a majority of construction contracts. For many years, the relevant sector parties engaged in broad consultation to arrive at a new version. However, their attempts came to nothing, prompting the Minister of Housing and Spatial Planning to decide to amend the UAV 2012 unilaterally. Thus, the UAV 2012 now aligns with the liability rules emanating from the Quality Assurance (Building Sector) Act [Wet kwaliteitsborging voor het bouwen (Wkb)]. In February 2025, the new UAV 2012 (version 2025) was published in the Government Gazette [Staatscourant].
How does the new text affect contractors and contracting authorities? In this blog, we will discuss the key changes and their legal impact.
What did the old version of UAV 2012 regulate?
The UAV 2012 regulates the legal relationship between the contractor and the client. Paragraph 12 lays down the liability of the contractor after delivery of the works. The starting point of UAV 2012 was that the contractor stopped being liable after delivery for any defects that the client could reasonably have discovered at the time of delivery. Only in the event hidden defects - which remained undetected in spite of careful inspection - could the contractor still be held liable, provided they were attributable to him and the client fulfilled its obligation to disclose such defects within a reasonable period.
The exception becomes the rule: Enduring liability under the Wkb
The Wkb has been in force since 1 January 2024. The purpose of this legislation is to strengthen the position of the client in contracts for works and to improve construction quality. To achieve this, the Wkb brought about changes in the Dutch Civil Code (DCC), including Article 7:758.
Paragraph 3 of Article 7:758 DCC provides that the contractor shall be discharged from liability for defects that the client should reasonably have discovered at the time of delivery. The provision goes to emphasise the importance of a client fulfilling its obligation to inspect with due care.
In the wake of the Wkb, a new paragraph 4 has been added, providing for a key exception to paragraph 3: where an agreement for works concerns the construction of a building, the contractor shall be liable for any defects that were not discovered at the time of delivery, unless these defects cannot be attributed to the contractor. This marks a clear derogation from the system that previously held sway under UAV 2012: where discharge from liability after delivery of the work used to be the starting point under UAV 2012 (save for hidden defects), the new standard under the Wkb is enduring liability on the part of the contractor. As a result, the contractor essentially is and remains liable for defects after delivery, unless these defects cannot be attributed to him. This paragraph 4 cannot be derogated from to the detriment of the client, if that client is a private natural person. If the client is acting in the conduct of a business, the paragraph can only be derogated from to the detriment of the client if the contract explicitly so provides.
So what Article 7:758(4) DCC has in fact done is give a new interpretation to the term 'hidden defect', reconfiguring it as any defect that was not discovered at the time of delivery, irrespective of whether it should reasonably have been discovered. The client's obligation to inspect appears to have been abolished.
We hasten to add that the new liability regime of Article 7:758(4) DCC applies only to contracts for work that were closed on or after 1 January 2024 (see Article 218 Civil Code Transition Act). The earlier provision of Article 7:758(3) DCC continues to apply to contracts concluded before 2024, including any derogating arrangement in - for instance - the UAV 2012.
What changes have been brought about by the 2025 version of the UAV 2012?
As we noted, the entry into force of the Wkb created tension between the statutory provision of Art. 7:758(4) DCC and paragraph 12 of the UAV 2012. In fact, the UAV 2012 was in conflict with the (semi-)mandatory rule laid down in Article 7:758(4) DCC.
To resolve this conflict, the 2025 version of the UAV 2012 was published, with the first three subparagraphs of paragraph 12 deleted. The liability of the contractor is now provided for by Article 7:758(3) and (4) DCC, without any other conflicting provision being in the way. The consequence is that, in principle, the contractor can be held liable after delivery of the work for any defects not discovered at the time of delivery, unless such defects cannot be attributed to the contractor. The 2025 version of the UAV 2012 is now aligned with the starting points and the system of the Wkb, although the (potentially) enduring liability of the contractor after delivery does have an unfavourable effect on the liability position of the contractor than it used to be under the earlier versions of the UAV 2012.
The UAV 2012 (version 2025): Limited impact on tenders
The UAV 2012 and its predecessors are the de facto go-to documents where government contracts for works are concerned. This should hardly come as a surprise, as rule 3.9C of the Gids Proportionaliteit provides that model contracts or general terms and conditions must be applied that are the result of joint consultations. Although the Gids Proportionaliteit does not define what general terms resulting from joint consultations are, the explanatory notes to rule 3.9C does mention the UAV versions 1989 and 2012 as examples of such terms. Yet at the time the UAV 2012 were adopted, two Dutch Ministers - of Defence and of Infrastructure and the Environment - expressed their refusal to agree with the wording of paragraph 12. Evidently, the debate about the liability regime raged even then. So while questions can be raised as to whether the UAV 2012 were in fact the result of joint consultations, it does not show from actual practice that the UAV 2012 as a whole or paragraph 12 in particular are considered not to be the result of joint consultations.
What are the implications of the recent unilateral amendment of the UAV 2012 (version 2025) and will they, in view of rule 3.9C, give rise to any practical problems? In our opinion, the impact of 2025 version of the UAV 2012 on the daily practice of tendering will be limited. There are four reasons behind this view.
- First of all, the amendment has not gone beyond the deletion of those parts which, following the entry into force of the Wkb, would be at odds with provisions of (semi-)mandatory law, rendering null and void any contract concluded subject to them. This follows from Article 3:40(2) DCC. If this were to give rise to any debate, it would be far from obvious that the interest of the integral application of terms and conditions resulting from joint consultations is to outweigh the obligation to act in accordance with provisions of mandatory law.
- A second important factor to consider is that Article 7:758(4) DCC only applies to the construction of buildings. Although the definition of 'building' (in Dutch: bouwwerk) has yet to take shape, it means that government contracts for works not considered buildings - such as drillings, installation work or renting out construction equipment - fall outside the scope of Article 7:758(4) DCC.
- Thirdly, derogations from Article 7:758(4) DCC to the detriment of the client are allowed only if the contract clearly and explicitly provides as much. It follows that a mere non-standard clause in the general terms and conditions does not suffice. While this may be relevant for both contractors and clients, it is likely to have little effect on the everyday contracting practice. We mentioned earlier that the UAV 2012 is still considered to have been the result of joint consultations between the relevant sector parties. In addition, the Gids Proportionaliteit provides that a contracting authority must - by virtue of the 'apply or explain' principle - substantiate every deviation from such standard set of terms and conditions.
- Fourth, the question remains whether the unilateral amendment of the UAV 2012, in its 2025 iteration, will result in any actual changes. Theoretically, one could argue that contracting authorities are no longer obliged to apply this version of the UAV in full, as it was not preceded by consultations involving all sector parties. This could result in the adoption of alternative sets of general terms and conditions, which could be less favourable to contractors. In practice, however, this is unlikely to happen. After all, the UAV was amended to align with the current version of the Dutch Civil Code and offers benefits for clients, particularly where liability is concerned. The obvious way forward then will be that contracting authorities will continue to use this new version.
What's more, all other provisions and rules of the Gids Proportionaliteit continue to apply in full. Rule 3.9A (balanced distribution of risks), rule 3.9B (option allowing tenderers to make suggestions) and rule 3.9D (appropriate liability) allow for sufficient options to make terms and conditions negotiable as part of the summary of additional information and changes and to counter unbalanced provisions.
In conclusion
The amended paragraph 12 of the UAV 2012 (version 2025) brings the UAV in line with the current version of the Dutch Civil Code, strengthening the position of clients after delivery. The likely result for contracting authorities is that the integral application of the UAV 2012 will continue to be the standard, which fits within the framework set by the Gids Proportionaliteit. Contractors should be aware of the tightened liability rules and, if necessary, ask questions about this if they intend to submit a tender.
Feel free to contact us with any queries you may have about the implications of the amended UAV 2012 with regard to your tender procedure or contract.