On 26 February 2025, the Minister published a new version of the Uniform Administrative Conditions for the Execution of Works (“UAV”) 2012 in the Government Gazette: https://zoek.officielebekendmakingen.nl/stcrt-2025-6896.html. This is a remarkable step, since from 1968 to date the UAV were always created in Broad Consultation. Consultations with the sector about a review of the UAV 2012 had been unsuccessful for years, which has prompted the Minister’s decision to amend a part of the UAV 2012 unilaterally. This decision is remarkable, but understandable. In this article you will find an explanation and above all some practical points of attention for the users of this version of the UAV.
1. Quality Assurance Act
The Quality Assurance Act (Wet kwaliteitsborging) has been in force since 1 January 2024. This Act has also brought about changes in the Dutch Civil Code (“DCC”) of the rules on liability after delivery.
Section 7:758 DCC provides for the liability of contractors after delivery of the works. The main rule was that after delivery, the works are at the risk of the client and that the contractor is not liable for any defects which the client should reasonably have discovered at the time of delivery. This starting point has been abandoned since 1 January 2024, because a new subsection 4 has been added to Section 758:
“In derogation from the third paragraph, 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 of the work, unless these defects cannot be attributed to the contractor. This paragraph cannot be derogated from to the detriment of the client, to the extent that the client is a natural person not acting in the conduct of a profession or business. In other cases this paragraph can only be derogated from to the detriment of the client if the agreement explicitly so provides.”
Because of this law amendment, defects discovered after delivery are for the account of the contractor if those defects can be attributed to the contractor. Liability after delivery has been changed to the advantage of the client and has been broadened. After delivery, the contractor is and remains responsible and hence liable for any defects in the works executed by him. As such, this principle is not unreasonable.
2. UAV 2012 conflicts with Section 7:758 subsection 4 DCC
The UAV 2012 (and the previous versions from 1968 and 1989) offer a different and more limited regulation regarding liability of a contractor after delivery. The starting point of §12 UAV 2012 is that the contractor is not liable anymore for any defects after delivery of the works. The contractor is only liable (according to §12(2)) if the defect is attributable to the contractor and the client has fulfilled its obligation to investigate and disclose;
“2. An exception to the provision in subparagraph 1 shall apply if it concerns a defect:
(a) which is attributable to the contractor and
(b) moreover, notwithstanding careful inspection during the execution or inspection of the works as meant in paragraph 9, subparagraph 2, could not reasonably have been discovered by the employer’s agent, and
(c) the contractor has been informed thereabout within a reasonable period of time after the discovery of the defect.”
As a result of the amendment of Section 7:758 (4) DCC, the regulation in §12 UAV 2012 has been contrary to law since 1 January 2024. Since it proved impossible to reach agreement in Broad Consultation on an adaptation/amendment of the UAV 2012, the Minister has implemented the amendment unilaterally. The regulation of Section 758 (4) DCC is of semi-mandatory law. Professional parties are permitted to deviate from the law. However, the law provides that such deviation be made expressly and in the building contract. The UAV 2012 is a set of general terms and conditions, and therefore the difference with the law cannot be regarded as a permitted deviation. An adaptation of §12 UAV 2012 is therefore required, and rightly so.
3. Mere deletion is not clear
The adaptation to Section 7:758 (4) DCC was implemented in a way that is not very elegant. The Minister has repealed the text of §12 subparagraphs 1 and 2 of the UAV 2012 in the UAV 2012 (2025 version). As a result, the former contrary regulation no longer applies (since it has been repealed) and for liability after delivery, the statutory regulation of Section 7:758 (3) DCC now applies (contracting of work) or Section 7:758 (4) DCC (contracting of construction works). This is the result in the text:
“§ 12. Contractor’s Liability after Completion and Acceptance
1. (Repealed).
2. (Repealed).
3. (Repealed).
4. A legal claim on account of a defect for which the contractor is liable in pursuance of the law, is inadmissible after a delay of:
(a) five years after the day on which the works are deemed to have been delivered, as referred to in § 10, first or second subparagraph, or
(b) ten years after the day on which the works are deemed to have been delivered as referred to in § 10, first or second subparagraph, if the works have collapsed completely or partially, or threaten to collapse, or have come to be unfit or threaten to be unfit for the purpose for which they were intended as follows from the contract, and this can only be remedied or prevented by taking very costly measures.
5. If a defects liability period is provided for in the specification, for the purposes of this paragraph the date on which the works are deemed to have been delivered as referred to in § 10, first or second subparagraph, shall be replaced by the day following the expiry of that period and ‘inspection of the works’ shall mean the inspection referred to in subparagraph 6 of § 11.”
At present, § 12 UAV under the heading “Contractor’s Liability after Completion and Acceptance” does not say anything about this liability. All it says is the word “repealed”, 3 times in a row. The heading does not reflect the meaning at all, which creates a lack of clarity. Has liability expired? I do not really understand why the Minister has not chosen to copy the text of the section of the law (slightly amended) or at least to refer to it. Subparagraph 1 could have read as follows and given the reader/user of the UAV clarity: “In the case of contracting of construction works, the contractor shall be liable for any defects that were not discovered at the time of delivery of the work, unless these defects cannot be attributed to the contractor.”
4. Expiry periods maintained
The agreement that was concluded also in Broad Consultation about the expiry period for bringing a legal claim was (rightly) not amended. The client will therefore still have to keep a close eye on the five-year and ten-year periods in § 12 (4) UAV, because allowing this period to expire results in the lapse of rights. The text of § 12 (4) was slightly edited, but the system has remained unchanged. As a result, liability pursuant to Section 7:758 (3) or (4) DCC will still lapse upon expiry of 5 or 10 years instead of the statutory limitation period of 10 or 20 years.
5. Proportionality Guide
The UAV 2012 is a set of general terms and conditions concluded on an equal footing. According to Rule 3.9 C of the Proportionality Guide (Gids Proportionaliteit), their unilateral amendment by the user (if it is a contracting authority) may be disproportionate. The Minister has now amended the UAV 2012 (2025 version) unilaterally. Strictly speaking, one may wonder whether this is proportionate. Eventually, things are not so bad as they look. After all, the substantiation for the amendment is to remove the conflict with the law, which seems extremely proportionate in terms of substance. Theoretically, one might argue that due to this amendment, the UAV 2012 (2025 version) are no longer based on an equal footing. We had better put this genie back into the bottle quickly; it will not do practitioners much good.
6. Some practical tips
Unfortunately, the limited amendment of the UAV 2012 may lead to undesirable industrial accidents. To prevent such accidents from happening with the new version, I give some tips below.
Tip 1: Always use UAV 2025 as the name
The name of this version of the UAV is confusing and causes misunderstandings in practice.
The distinctive quality between UAV 2012 and UAV 2012 (2025 version) is small. The UAV 2012 has not been repealed and still exists. Let us assume that the parties forget to refer to “2025 version”. The extension is missing. What version of the UAV 2012 applies in that case? It will be the UAV 2012 (former). I advise you to refer consistently to ‘UAV 2025’, precisely because the regulation on liability after delivery has been changed so drastically. This leaves little to no room for the question as to which version the parties declare applicable to their agreement. It is not for nothing that the term ‘UAV-GC 2025’ is also used; as clear as it can be.
Tip 2: quote the text of the law
If the UAV 2025 is applicable, include a separate clause on liability after delivery in the specification or the building contract. That could be an (almost literal) quote from the text of the law: “In the case of contracting of construction works, the contractor shall be liable for any defects that were not discovered at the time of delivery of the work, unless these defects cannot be attributed to the contractor.”
It may look like stating the obvious, but it is necessary for the parties to realise that, in spite of the three uses of the word “repealed” in § 12, a regulation on liability indeed applies between them. It is a fact that contracts are always read better than laws, and moreover the substance of a contract should be clear.
Tip 3: use the UAV 2025 throughout the chain
If the UAV 2025 is used in the client/contractor relationship, the contractor must ensure that it also declares the UAV 2025 applicable in the agreements with all its subcontractors. If the UAV 2012 is declared applicable (deliberately or by accident) in a subcontracting agreement, the (main) contractor will find himself in a very unfavourable position, contractually. He will be liable after delivery vis-à-vis the client in accordance with Section 7:758 (4) and the subcontractor can still rely on the (former) regulation of § 12 UAV 2012 vis-à-vis the contractor.
7. Conclusion
As a prelude to the integral review of the UAV 2025, this is useful and necessary. The way in which it was done and the system could have been better. Contracts and general terms and conditions have to be readable and clear. This could have been done better in the conversion from the UAV 2012 to the UAV 2025.
At Kennedy Van der Laan we closely monitor developments in construction law. Should you have questions about this article or about the UAV 2025, please contact Richard-Jan Roks or Gracia de Vries.
