Creation and application of the UAV-GC 2025

The UAV-GC 2025 set out general conditions applicable to contracts that encompass both execution and design work by the contractor. Like the UAV 2012, which applies to traditional construction contracts and the UAV-GC 2005, the UAV-GC 2025 has been developed on a parity basis – meaning it has been negotiated with a focus on equivalence. The final text is the result of 10 years of discussions between representatives of employers, construction companies, engineering and consulting firms and knowledge institutions.

However, the UAV-GC framework is not universally suitable for all projects and should be carefully assessed on a case-by-case basis. In practice, even when parties declare the UAV-GC 2005 applicable, they often introduce additional or alternative arrangements. This trend is expected to continue with the UAV-GC 2025. Below, we outline the key differences between the UAV-GC 2025 and it’s 2005 predecessor.

The importance of being proactive

A key provision of the UAV-GC 2025 (§ 2a) is the requirement for both parties to adopt a proactive approach and maintain ongoing communication to ensure the successful execution of the work and any agreed long-term maintenance. While this does not require the employer to take on the contractor’s role, it is intended to foster a shared understanding of the agreement’s objectives and mutual expectations. By promoting effective collaboration, this obligation enhances the likelihood of a project’s success. Parties should consider these obligations as a guiding principle underpinning the contractual relationship.

Employer’s duty to provide information 

The UAV-GC 2025 introduces significant changes to the employer’s information obligations. Notably, the specific regulation on soil aspects found in § 13 of the UAV-GC 2005 has been removed and is now incorporated into the general provisions on the employer's duty to provide information (§ 3).

Also new is the reconciliation obligation (§ 4-4), requiring the contractor to align their work with the existing conditions. If the employer’s information is insufficient, the contractor must independently assess the situation. Should it later emerge that actual conditions differ from those anticipated, the contractor will bear primary responsibility. However, if the contractor can demonstrate that their estimate was based on what a diligent contractor could reasonably expect, the responsibility will shift to the employer.

Changes at the employer’s request

The UAV-GC 2025 introduces a revised framework for changes requested by the employer (§ 14-1), providing a more logically structured approach. Under this section, amendments refer to modifications of the contract itself, rather than merely additional work. New to the framework is the term ‘Offer’ (Aanbieding), which allows the employer to request changes to the contractor's original offer, subject to specific conditions.

The UAV-GC 2025 also allows the contractor to begin execution before full agreement has been reached on the consequences of the change, provided there is reasonable confidence that a final agreement will follow in the near future. In such cases, the contractor must confirm this in writing and may impose additional conditions before proceeding.

Limitations on contractor liability

The UAV-GC 2025 introduces important revisions to the contractor's liability, incorporating indemnification obligations within these regulations.

Before completion, the contractor's liability is now limited to six specific situations covering both direct and indirect damages (§ 28a-1). Unlike the UAV-GC 2005, where liability before completion was unlimited, the UAV-GC 2023 imposes a 10% cap on certain types of indirect damages (§ 28a-1 (f)).

After completion, the contractor remains liable for hidden defects withing specific limitation periods. For a period of two years post-completion, liability for direct damage is capped at the contract price, while compensation for indirect damage is limited to 10% of the agreed price (§ 28b-2). If a defect emerges beyond this period, the maximum liability remains at 10% of the contract price, but with a minimum threshold of EUR 1,500,000 (§ 28b-3).

It is worth noting that the limitation periods for legal claims by the employer concerning hidden defects remained unchanged under UAV-GC 2025.

Project-specific consideration

The UAV-GC 2025 may serve as a starting point for projects that involve both design and execution. However, parties typically negotiate additional or alternative terms tailored to the specific requirements of a project. Careful negotiation and precise documentation of these agreements are essential. This is particularly relevant for public contracts, where the government may only deviate from provisions of the UAV-GC 2025 with proper justification.

Given the changes to contractor liability before and after completion compared to the UAV-GC 2005, contracting parties should carefully review insurance arrangements. It is advisable to ensure that insurance policies are closely aligned with the new risk allocation under the UAV-GC 2025.

Conclusion

Determining whether the UAV-GC 2025 is suitable for a specific construction contract depends on various factors, including the nature and scope of the project, the desired division of roles between the parties and the allocation of risks. What is certain is that the practical application of these new regulations will spark considerable discussion, and further clarification through case law is expected.

If you would like further information or to discuss how these changes may affect your projects, please do not hesitate to contact us. Our construction law team will be happy to assist you.