Completion and acceptance clause (handover) template clause
Updated: 16 October 2026
Please note: these example clauses are intended as a starting point, not as legal advice. Always adapt the text to your specific situation and have important contracts reviewed by a legal professional.
Clause text
1. Contractor shall notify Client in writing when, in Contractor's opinion, the works are ready for handover, proposing an inspection date at least [number, e.g. 5] working days after the notice (the "Completion Notice").
2. Within [number, e.g. 8] working days of the Completion Notice, the parties shall inspect the works together. Client may be assisted by an expert of its choice. The parties shall record the inspection in a handover report listing every defect and missing item found, each with a deadline for repair. Both parties shall sign the handover report.
3. No later than [number, e.g. 8] working days after the inspection, Client shall approve or reject the works in writing. Client shall approve the works if only minor defects were found. A defect is minor if it does not prevent the works from being put into use and can be repaired within the period in paragraph 5. If Client rejects the works, it shall state the defects that justify rejection. Once these are repaired, a new inspection shall take place under paragraph 2.
4. Client's use of the works, or any part of them, shall not count as approval.
5. Contractor shall repair the minor defects listed in the handover report within [number, e.g. 30] days of approval. If it fails to do so, Client may, after a written reminder giving [number, e.g. 10] working days, have the repairs carried out by a third party at Contractor's expense.
6. Until every defect in the handover report has been repaired, Client may withhold [percentage, e.g. 5]% of the contract sum. The amount withheld becomes payable within [number, e.g. 14] days after the parties have jointly confirmed that the repairs are complete.
7. On approval, risk in the works passes to Client and the warranty period under clause [X] begins. A maintenance period of [number, e.g. 3] months also starts on approval, during which Contractor shall repair free of charge any defects that appear.
8. Approval does not affect Contractor's liability for defects that were not discovered at the inspection.
What does this clause mean?
In a construction contract, handover is the moment everything turns on. Risk passes, the warranty period starts and the final instalment falls due. Dutch law says little about how it happens. Under Article 7:758 of the Dutch Civil Code, the works count as delivered once you approve them, or once you fail to inspect within a reasonable time after the contractor says they are finished. What counts as reasonable is not defined anywhere. This clause turns that moment into a procedure with fixed deadlines.
Paragraphs 3 and 4 head off two opposite mistakes. A client who rejects the works over a scratch on a door keeps the project open for no good reason and risks being in breach itself. A client who moves furniture into the building early may, without paragraph 4, have approved the works without meaning to. Paragraph 8 is the sentence you do not want to lose: without it, approval can limit your claims for defects you could have spotted at inspection.
The handover report in paragraph 2 is the most important piece of evidence the project leaves behind. Ironclad (2025) found that 92% of contract management errors are human errors, and at handover those errors tend to sit in the paperwork. A snagging list scribbled on a site whiteboard, photographed and posted in a group chat, is gone three months later when the contractor argues you accepted that defect. A signed acceptance protocol filed with the contract is not.
When should you use this clause?
The clause is written for building and installation work: a refurbishment, new business premises, a fitted kitchen or cold store, a technical installation. It also works for IT implementations if you read "works" as the delivered system and make the inspection an acceptance test with test cases agreed in advance.
If your contract applies the Dutch UAV 2012, paragraph 9 of those conditions already governs handover. In that case, use this clause only for the points where you deliberately want something different, such as paragraph 4 on use of the works, and say expressly that you are departing from the UAV.
Pair it with a change order clause and agree that all additional work is settled before the inspection. Open disputes about extras have a habit of ending up on the handover table, where defects and money then get traded against each other.
Customize these elements
- 1Describe in an annex what counts as a minor defect for this particular project. Finishing flaws and small missing parts might qualify; an installation that does not work or a missing safety certificate would not. That keeps paragraph 3 out of dispute.
- 2Size the retention in paragraph 6 to the risk. On larger projects a [bank guarantee](/en/clause-library/bank-guarantee-clause-template/) that runs until the end of the maintenance period is often the better tool, because the contractor receives full payment.
- 3For technical installations, bring your own expert to the inspection. The contractor knows the works better than you do, and anything left out of the handover report is hard to prove later.
- 4Record the approval date as the start of the [warranty period](/en/glossary/warranty-period/) straight away, and set a reminder two weeks before the maintenance period ends so you can still report defects in time.
Sources
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