# Change Order (Variations) Clause

Source: https://contracko.com/clause-library/change-order

# 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.

### How Contracko helps

Contracko tracks each contract's scope and milestones, so you always know the baseline against which a change order is measured. Its AI analysis extracts the variation pricing mechanism and any approval thresholds, giving project teams a clear reference before signing off extra work. Reminders alert you to notice deadlines that activate the change procedure.

## Legal references

- [BW 6:248 Reasonableness and fairness Dutch law](https://wetten.overheid.nl/BWBR0005289)
- 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.

## Relevant for

[Construction](https://contracko.com/industries/construction-industry)[Engineering & Architecture](https://contracko.com/industries/engineering)[IT Services](https://contracko.com/industries/it-services)[Consulting](https://contracko.com/industries/consulting)[Electrical Contractors](https://contracko.com/industries/electrical-contractors)

## Related clauses

- [Payment Terms Clause](https://contracko.com/clause-library/payment-terms)
- [Liquidated Damages Clause](https://contracko.com/clause-library/liquidated-damages)
- [Service Level Agreement (SLA)](https://contracko.com/clause-library/service-level-agreement)
- [Minimum Contract Duration](https://contracko.com/clause-library/minimum-contract-duration)

## Related terms

- [Consideration](https://contracko.com/glossary/consideration)
- [Breach of contract](https://contracko.com/glossary/breach-of-contract)
- [Good faith](https://contracko.com/glossary/good-faith)

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## Frequently asked questions

Common questions about this clause.

- **Q:** Must a change order always be in writing?
  **A:** Not strictly by law, but a written, signed order is the only reliable way to prove the agreed scope and price.

- **Q:** Can a contractor charge for extra work the client did not formally approve?
  **A:** Only if the client should reasonably have understood it would increase the price; clear procedures avoid this argument.

- **Q:** Does a change order affect the project completion date?
  **A:** 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.

- **Q:** What happens when the client instructs a reduction in scope?
  **A:** 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.

- **Q:** Can the client instruct unlimited changes without the contractor's consent?
  **A:** 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.

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