„This Agreement constitutes the entire agreement between the Parties and supersedes all prior written or oral agreements and arrangements between the Parties with respect to the subject matter of this Agreement, and it is expressly stated that no modification of this Agreement is effective unless they are concluded in writing and performed by the Parties.“; Under Dutch law, the entire contractual term does not necessarily have a special meaning. It is apparent from the judgment of the Supreme Court of 5 April 2013 and the judgment of 21 May 2013 of the Arnhem-Leeuwarden Court of Appeal that the entire contractual term is not in itself an interpretative provision. In addition, the entire contractual clause does not exclude (without a doubt) that the interpretation of an agreement also gives importance to the statements or practices of the parties before the conclusion of the contract. The importance of such a clause is determined on the basis of the Haviltex standard and the above-mentioned circumstances. Is the entire contractual term now a worthless clause under Dutch law? No, I don`t think so. In commercial contracts, influencing the interpretation of the contract and limiting the influence of the intentions of the parties may remain a relevant provision. However, it is important that the parties can prove that they have also negotiated the entire contractual term and that this is not just a „standard provision“. When drawing up commercial contracts, provisions that have their origin in Anglo-American law, such as, for example, are regularly used. B the so-called `Whole Agreement Clause`. Some saw the entire contractual clause as a magic formula to compel the court to interpret the agreement only linguistically. This view is not just after two stops at the beginning of this year. But the entire contractual clause is not without value in the declaration of the contract.
As stated above, the entire contractual clause is derived from Anglo-American law. The clause refers to what is known as the „rule of parol proof“. In many cases, this rule prohibits the provision of oral or other evidence to demonstrate that the parties have agreed to something other than what is provided for in the contract. . . .