Platform on concrete and steel in construction
After Covid, the outbreak of the war in Ukraine and the unstable geopolitical relations in the world, rising steel prices are still keeping (legal) minds busy on a regular basis. In a very recent judgment of October 28, 2025, the Amsterdam Court of Appeal (ECLI:NL:GHAMS:2025:3021) made a very interesting ruling regarding the question of whether or not substantially increased steel prices may be passed on, in the case of a contractually agreed ‘price-fixing clause. The Court of Appeal, contrary to what the court in first instance ruled, held that the contractor may pass on substantially increased steel prices to the client from the moment the contractor warned of the need for a price increase.
The parties concluded a contracting agreement for a steel structure as part of a chocolate factory, for a contract price of €2.85 million. The contract is governed by the Metaalunie conditions. The contract contains a handwritten price-fixing clause that reads: ‘The contract is price fixed until the end of work. Start of construction May 2021’.
After the contract was signed, there were several major increases in cost drivers. The prices of beam steel, sheet steel and tubes increased dramatically, as did wall plates and roofing sheets. In addition, the contractor had to deal with raw material price increases, the sharply increasing cost of steel preservation, sharply increasing prices of fasteners and more expensive equipment prices. The costs claimed by the contractor exceeded €900,000.
The contractor first invokes Article 7 of the Metaalunie Conditions. This states that a contractor may pass on to the client any increase in cost-determining factors that occurred after the conclusion of the contract. The Court of Appeal is of the opinion that by agreeing the price-fixing clause in the contract, the parties excluded the applicability of Article 7 of the Metaalunie Conditions. The Court of Appeal considered it particularly important that it had been established on the basis of the documents that the handwritten provision by which a fixed price was agreed was of great importance to the client. This importance is also evident from the correspondence. According to the Court, the clause ‘start construction May 2021’ cannot be given the meaning, in the context of Article 7 of the Metaalunie Conditions, that that far-reaching authority from this article would revive in the event that the intended start date would not be met. The reliance on Article 7 of the Metaalunie Conditions therefore fails in this case.
In the alternative, the contractor invokes Article 7:753 of the Civil Code. This provision gives the court the possibility to adjust the price in case of cost-increasing circumstances, which (i) arise or come to light after the conclusion of the contract and which (ii) cannot be attributed to the contractor and (iii) which the contractor should not have taken into account when determining the price where (iv) the contractor's duty of warning has been fulfilled. The Court noted that the parties had not expressly excluded reliance on Section 7:53 of the Civil Code. And because of the clause that the start of construction would commence in May 2021, the client could not in any case reasonably expect that the price would remain the same in all cases in the event of an untimely start.
The Court then held that the contractor had to take into account some degree of price fluctuations, but the contractor did not have to take into account a price increase that was 50% greater than the fluctuations in previous years. According to the contractor, the extreme price increases occurred as early as January 2021, but because the contractor did not explicitly comply with its duty to warn until May 19, 2021, the Court rules that the contractor is compensated (only) for the price increases as of May 19, 2021. Finally, the Court rules that the contractor must make a further calculation of the alleged damages, to which the client may then respond. But what is certain is that with this judgment the contractor has won a very important battle.
