What is Limitation Period?

Dutch law does not have a single limitation period but a set of them. The main rule is in article 3:307 of the Dutch Civil Code: a claim for performance of a contractual obligation becomes time-barred five years after it became due. An unpaid invoice with 30-day payment terms is therefore time-barred five years after its due date, not five years after the invoice date. Claims for damages fall under article 3:310: five years after you know both the damage and the party responsible, with an absolute cut-off twenty years after the event that caused it.

For defects, the clock runs much faster. A business buyer who receives goods that do not conform must first complain within a reasonable time after discovering the problem (article 7:23(1)). The claim then becomes time-barred two years after that complaint (article 7:23(2)). The same two years apply to a defect in completed construction work, counted from the notification (article 7:761). If you complain too late, you lose your rights before the limitation period even comes into play.

Limitation can be interrupted. A written demand or notice in which you unambiguously reserve your right to performance restarts the clock (article 3:317). The same happens when the other party acknowledges the claim, for example by making a partial payment or promising to fix a defect. The new period has the same length as the old one but never exceeds five years. A polite reminder asking whether the supplier has any update is usually not enough; the letter must make clear that you are not giving up your right.

Parties may agree shorter periods in their contract, and many suppliers' general terms do exactly that. Often the clause is not a limitation period but an expiry period: a claim lapses unless proceedings are started within one year of discovery. The difference matters. An expiry period cannot be interrupted by a letter. If you do not go to court within that time, the right is gone, however many times you wrote to the supplier. Between businesses such clauses are valid in principle. Towards consumers a period shorter than one year is not allowed.

Limitation is rarely the issue at the moment something goes wrong. It becomes the issue a few years later, when a defect returns, a promised credit note never arrives, or a supplier rejects a damages claim. That is when it turns out the original complaint was only made by phone, nobody can find the interruption letter, or the supplier's terms contained a one-year expiry period.

That last scenario is more common than it sounds. Loio (2026) reports that 71 percent of companies cannot locate at least 10 percent of their own contracts. If you do not have the contract, you do not know the deadlines written into it either.

A claim you can prove but can no longer enforce is worth nothing in practice. Tracking the deadline costs little: one date attached to the contract and a reminder well before it.