Must a change order always be in writing?

Not strictly by law, but a written, signed order is the only reliable way to prove the agreed scope and price.

Can a contractor charge for extra work the client did not formally approve?

Only if the client should reasonably have understood it would increase the price; clear procedures avoid this argument.

Does a change order affect the project completion date?

It should, if the variation affects critical path activities. A well-drafted clause requires the parties to agree a time extension at the same time as they approve the change.

What happens when the client instructs a reduction in scope?

The contractor is generally entitled to a credit but also to loss of profit on the omitted work if the clause covers minderwerk. This must be stated explicitly.

Can the client instruct unlimited changes without the contractor's consent?

No. Courts will refuse to enforce instructions that fundamentally alter the nature of the contract. A cap on cumulative variations is the cleaner contractual solution.

Change Order (Variations) Clause

Sets a formal process for agreeing scope, price and timeline changes to work already contracted.

What it is

A change order clause governs how the parties agree variations to the agreed scope of work (additional or reduced work, design changes, or new requirements). It defines who may request a change, how it is priced, and when it becomes binding.

Why it matters

Most disputes in projects arise from uncontrolled scope creep. A clear variation procedure prevents informal instructions from becoming unpriced obligations and protects both margin and schedule.

How to apply it

Require every variation to be in writing and signed before work begins.
Specify how additional work is priced: agreed rates, cost-plus, or quotation.
State the effect of a variation on the completion date and any milestones.
Address reductions (minderwerk) and how credits are calculated.

Negotiation tips

• Contractors should reserve the right to refuse changes that are technically unsafe.
• Clients should cap the cumulative cost of variations or require pre-approval above a threshold.

Common pitfalls

• Performing variations on a verbal instruction, then being unable to bill for them.
• No agreed pricing mechanism, leaving the cost of changes to later dispute.

Legal references

BW 6:248 Reasonableness and fairness Dutch law
Standard construction terms (practice)

Unless marked otherwise, references are to Dutch law (Burgerlijk Wetboek, the Dutch Civil Code); EU instruments such as the GDPR apply across the EU. This is general information, not legal advice. Other jurisdictions treat these concepts differently. Verify the current text and your situation with a qualified lawyer.

Frequently asked questions

Common questions about this clause.