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.

If you have any question about how this amendment may impact your construction agreements, or if you would you like further advice on contractors’ liability after delivery, please contact our Project Development & Construction team.