What is Strict Deadline (Fatale Termijn)?

To hold a supplier liable for late delivery under Dutch law, the supplier has to be in default. Default usually only arises after a notice of default: a written demand that gives a reasonable period to perform. Article 6:83(a) of the Dutch Civil Code is the exception. If a period for performance was agreed and it expires without delivery, the supplier is in default straight away, unless it is clear the period was meant differently.

That last condition is where most disputes start. A date in a quotation or order confirmation is not a strict deadline by default. A court looks at what the parties reasonably intended. Words such as at the latest, under all circumstances or strict deadline point to a hard limit, while expected delivery date or target date point the other way. Context matters as well: a marquee put up the day after the event is worthless to the customer, so a strict deadline is the obvious reading.

General terms often settle the question in advance. Supplier terms commonly say that delivery times are never strict deadlines, while buyer purchasing terms say the opposite. When both parties refer to their own terms, Article 6:225(3) of the Dutch Civil Code decides which set applies, usually the one referred to first. If a delivery date matters to you, state in the contract itself that it is a strict deadline.

For payments between businesses the law works in a similar way: once the agreed payment term expires, statutory commercial interest is due without any reminder (Article 6:119a). For the delivery of goods and services, that automatic effect only applies when the deadline is strict.

A strict deadline makes default easier to establish, but it does not settle everything. Default opens the way to damages for delay and to termination, yet the supplier can still rely on force majeure. A fixed amount per day of delay also has to be agreed separately in a penalty clause. In Dutch construction the UAV 2012 standard terms include a deduction per working day for late completion; outside construction there is no such standard and you need to write it into the contract.

Without a strict deadline, a buyer facing late delivery often loses weeks: first the notice of default, then the reasonable period it has to contain, and only then default. For a construction project with a fixed completion date, or seasonal stock that has to be on the shelves before the holidays, that is the difference between a useful claim and one that arrives after the damage is done.

Most arguments about default are not about the law but about what was actually agreed. According to Loio (2026), 64 percent of civil lawsuits in the United States involve contract disputes. One clear sentence in the contract, and a deliberate choice between your purchasing terms and the supplier's terms, saves a court from having to decide afterwards what the parties meant by a date.