Notification of defects clause (complaint deadlines) template clause

Dutch law says you must complain about a defect "within a reasonable time", or you lose your rights (Article 6:89 of the Dutch Civil Code, and Article 7:23 for sales of goods). The law does not say how long that is. The courts decide case by case, looking at the nature of the goods, how easy the defect was to spot and what the buyer knew. That uncertainty favours whoever writes the deadline down, which is why so many suppliers' general terms include a notification of defects clause with an eight day window, sometimes only three. This clause turns that around and sets deadlines a buyer can actually meet.

The split between paragraphs 1 and 2 is the heart of it. You see a dented pallet when it is unloaded; you find a wrong product specification only when the goods go into production. A notice of defect for a hidden defect therefore has to be possible from the moment of discovery, not from the delivery date. Paragraph 5 removes a defence suppliers use all the time: "you paid the invoice, so you accepted the goods."

Paragraph 6 ties the notice to the limitation period. In a sale of goods, a claim for a defect becomes time barred two years after the notice (Article 7:23(2) of the Dutch Civil Code). A notice that clearly reserves your rights interrupts that period, so the clock starts again. This matters in practice. Loio (2026) reports that 71% of contracts are never monitored for compliance after signing, and a buyer who does not check deliveries tends to find defects when a deadline is already close.

Use the clause in purchasing contracts for goods: raw materials, components, goods for resale, food and equipment. It is most valuable where goods are processed or passed on before anyone has tested them properly, as in wholesale and hospitality. If you work with your own purchase conditions, put the clause there and make sure those conditions exclude the supplier's terms; paragraph 7 only helps if your contract takes priority.

In a construction contract, handover decides which defects were reported in time. Use the completion and acceptance clause for the handover itself and this clause for defects that come to light afterwards. For durable goods, pair it with a warranty clause: the warranty sets how long the supplier stands behind the quality, this clause sets how quickly you must report a problem once you find it.

If you are the supplier, reverse the clause. Shorter deadlines are allowed, but a deadline that cannot be met in practice often fails to hold up in court.