On 26 February 2025, the Ministry of Housing and Spatial Planning published a revised version of the UAC 2012, removing sections 1 and 2 of paragraph 12 (Contractor's Liability After Delivery). This unilateral amendment brings the UAC 2012 into alignment with the statutory regime on hidden defects introduced by recent legislation: contractors are now liable for defects not discovered at the time of delivery, unless they can prove that these defects are not attributable to them.
Amendment UAC 2012
In construction agreements, it is common practice to declare
general terms and conditions applicable. In the Dutch building
practice, one of the most widely used sets of such conditions is
the Uniform Administrative Conditions for the Execution of Works
and Technical Installation Works 2012 (UAC 2012).
On 26 February 2025, the Ministry of Housing and Spatial Planning
published a revised version of the UAC 2012, removing sections 1
and 2 of paragraph 12 (Contractor's Liability After
Delivery). This unilateral amendment brings the UAC 2012 into
alignment with the statutory regime on hidden defects introduced by
recent legislation.
The amendment was prompted by the Quality Assurance (Building
Sector) Act (Wet kwaliteitsborging voor het bouwen – Wkb),
which came into effect on 1 January 2024. The Wkb aims to enhance
safety in the construction sector and provide greater protection to
principals. Among other changes, it introduced a fourth paragraph
to Article 7:758 of the Dutch Civil Code (DCC) concerning
construction works: contractors are now liable for defects not
discovered at the time of delivery, unless they can prove that
these defects are not attributable to them. The previous version of
paragraph 12 of the UAC 2012 conflicted with this new legal
framework.
From UAC to the DCC: what does this mean for principals?
Under the earlier version of paragraph 12 of the UAC 2012, a
contractor was not liable for shortcomings after delivery unless
three conditions were satisfied: (i) the defect was attributable to
the contractor, (ii) the defect could not reasonably have been
discovered despite proper supervision during execution or at
delivery; and (iii) the principal notified the contractor within a
reasonable period after discovery.
Following the removal of sections 1 and 2 of paragraph 12, the
parties now fall back fully on the statutory framework. Pursuant to
Article 7:758(4) DCC, a contractor is liable for any defects not
discovered at the time of delivery, unless they can demonstrate
that such defects are not attributable to them. The Wkb has thus
led to a broader post-delivery liability for contractors.
Was revising paragraph 12 of the UAC 2012 really necessary?
For professional principals, deviation from Article 7:758(4) DCC
is only possible through explicit contractual agreement; it cannot
be achieved solely by referring to the UAC 2012. Strictly speaking,
therefore, the removal of sections 1 and 2 was not necessary. Where
the UAC 2012 are declared applicable without specific contractual
provisions concerning post-delivery liability, the statutory
liability regime under the DCC already prevails over previously
more contractor-friendly provisions.
It is possible that the “legislator” sought to preclude
any potential ambiguity and therefore opted to remove sections 1
and 2 of paragraph 12 of the UAC 2012.
Conclusion
The recent amendment to the UAC 2012 provides clarity: post-delivery liability is now explicitly governed by Article 7:758(4) DCC. This clarification may also have implications for turn-key purchase agreements, where paragraphs 9 through 12 of the UAC are often applied by analogy in relation to delivery and the seller's subsequent liability.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
