Kernbeding
Essential clause
A core term is an essential provision in a contract that defines the essence of the performance and the principal obligations of the parties.
A core term constitutes the essence of the contract and defines its principal elements, such as the price, the performance to be rendered or the subject matter of the agreement. Unlike ancillary terms, core terms fall outside the grounds for annulment under Article 6:233 of the Dutch Civil Code in respect of unreasonably onerous terms in general terms and conditions.
The classification of a term as a core term is significant because such terms are not subject to the substantive review of general terms and conditions. This follows from the transposition of the Unfair Terms Directive in consumer contracts.
In practice, disputes regularly arise as to whether a particular term qualifies as a core term, which may determine the validity of contractual provisions.
“The provision on the purchase price in the agreement qualifies as a core term and can therefore not be annulled on the ground that it is contrary to reasonableness and fairness.”
Related terms
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