Sale of Goods Under Dutch Law

Published on 1 August 2024 · Last updated 25 October 2026

The Netherlands has no separate Sale of Goods Act: the rules are in Title 1 of Book 7 of the Dutch Civil Code (Burgerlijk Wetboek, DCC). In a sale, the seller undertakes to give a thing and the buyer to pay a price in money (Article 7:1 DCC). The goods must conform to the contract (Article 7:17); if not, the buyer can claim repair, replacement, damages or rescission.

This page explains the main Dutch rules on conformity, notifying defects, the buyer’s remedies, consumer refunds and the UN Convention on Contracts for the International Sale of Goods (CISG). It is written by our Dutch contract lawyer. For the clauses of the contract itself, see our page on the purchase agreement under Dutch law. Our team also advises on Dutch Distribution Law.

What are the key takeaways?

• A sale is formed by offer and acceptance (aanbod en aanvaarding) (Article 6:217(1) DCC). In principle, no particular form is required (Article 3:37(1)), and there is no requirement of “consideration”.
• The goods delivered must conform to the contract (Article 7:17). In a consumer sale, a deviation that appears within one year of delivery is presumed to have existed at delivery, unless the seller proves otherwise or the nature of the goods or of the deviation is incompatible with that presumption (Article 7:18a(2)).
• The buyer must notify the seller within a reasonable time after it discovered, or reasonably ought to have discovered, the defect (Article 7:23(1)). For a consumer, the period runs from discovery, and notice within two months is in time.
• The costs of repair, replacement or delivery of what is missing cannot be charged to the buyer (Article 7:21(2)).
• A sale of movable goods between businesses in different Contracting States is governed by the CISG, also if Dutch law is chosen, unless the parties exclude it (Articles 1(1)(a) and 6 CISG).

Which requirements does Dutch contract law impose on a sale?

A contract of sale is formed by offer and acceptance (Article 6:217(1) DCC). Unlike the common law, Dutch law has no separate requirement of consideration. Declarations can be made in any form and can follow from conduct, unless the law provides otherwise (Article 3:37(1)). A sale of goods can therefore be concluded orally or by e-mail. There are statutory exceptions, such as the purchase of a home by a private individual, which must be in writing (Article 7:2(1)). The obligations must be determinable (Article 6:227).

Special rules apply to a consumer sale (consumentenkoop): a sale of a movable thing by a seller acting for purposes of its trade, business, craft or profession to a natural person acting for purposes outside his business or profession (Article 7:5(1)(a)). In a consumer sale, the parties cannot deviate from sections 1 to 7 of the sales title to the buyer’s detriment, and the rights the law gives the buyer for the seller’s failure to perform cannot be limited or excluded (Article 7:6(1)), subject to the exceptions in Article 7:6(2).

For cross-border sales, check the CISG first. It applies to sales of movable goods between parties whose places of business are in different States (a) when those States are Contracting States, or (b) when the rules of private international law lead to the law of a Contracting State (Article 1(1) CISG). Because the CISG is part of Dutch law, a choice of Dutch law does not in itself exclude it; the parties can exclude it (Article 6 CISG). The CISG does not apply to, among other things, goods bought for personal, family or household use, unless the seller neither knew nor ought to have known of that use (Article 2(a) CISG).

What is non-conformity under Dutch sales law?

The goods delivered must conform to the contract (Article 7:17(1) DCC). They do not conform if, also in view of their nature and the seller’s statements about them, they lack the properties the buyer was entitled to expect under the contract. The buyer may expect the properties needed for normal use whose presence it had no reason to doubt, and the properties needed for a special use provided for in the contract (Article 7:17(2)). Delivering a different thing, a thing of a different kind, or a different number, size or weight is also non-conformity (Article 7:17(3)). If a sample or model was shown, the goods must match it, unless it was only given as an indication (Article 7:17(4)).

The buyer cannot rely on non-conformity that it knew of, or could reasonably have known of, when the contract was concluded (Article 7:17(5)). In a consumer sale, Article 7:18 adds specific requirements, for example on functionality, compatibility, durability, accessories, instructions and updates. Public statements by or on behalf of the seller or earlier links in the chain, including the producer, for example in advertising, can also count, unless the seller proves one of the defences in Article 7:18(3).

Which remedies does the buyer have?

If the goods do not conform, the buyer can demand delivery of what is missing, repair (provided the seller can reasonably do so) or replacement. Replacement is not available if the deviation is too minor to justify it, or if the goods were lost or deteriorated after the buyer should reasonably have expected to return them, because it did not take proper care of them (Article 7:21(1) DCC). The costs of these remedies cannot be charged to the buyer (Article 7:21(2)). The seller must perform them within a reasonable time and without serious inconvenience to the buyer (Article 7:21(3)).

These rights apply alongside the general remedies for non-performance: damages (Article 6:74(1)) and rescission of the contract, wholly or partly (Article 6:265(1)). Damages require default (verzuim) unless performance is already permanently impossible (Article 6:74(2)). Default generally occurs after a written notice that gives a reasonable period for performance, if performance does not follow within that period (Article 6:82(1)), or without notice in the cases of Article 6:83.

Remedy	Legal basis	Main condition
Delivery of what is missing	Article 7:21(1)(a)	Non-conformity
Repair	Article 7:21(1)(b)	The seller can reasonably do so
Replacement	Article 7:21(1)(c)	The deviation is not too minor; the buyer took proper care of the goods
Damages	Article 6:74; consumer sale also Article 7:24	Attributable failure; default where required
Rescission (wholly or partly)	Article 6:265; consumer sale Article 7:22	Not if the failure, given its special nature or minor importance, does not justify rescission
Price reduction (consumer sale)	Article 7:22(1)(b)	In principle only after repair or replacement is impossible or fails (Article 7:22(2) and (5))

In a consumer sale, there is an order of remedies. The consumer can rescind or reduce the price only if repair and replacement are impossible or cannot be required of the seller, or if the seller did not repair or replace within a reasonable time and without serious inconvenience (Article 7:22(2)). In the cases of Article 7:22(5), the consumer can rescind or reduce the price immediately, for example if the goods still do not conform despite the seller’s attempt to remedy this, or if the lack of conformity is so serious that immediate rescission or price reduction is justified. Rescission is not available if the deviation, given its minor importance, does not justify rescission with its consequences (Article 7:22(1)(a)). The consumer can also claim damages (Article 7:24(1)).

Which time limits apply to a conformity claim?

Two time limits apply under the Dutch Civil Code. First, the buyer loses its right to rely on non-conformity if it does not notify the seller within a reasonable time (binnen bekwame tijd) after it discovered, or reasonably ought to have discovered, the non-conformity (Article 7:23(1) DCC). If the goods lack a property the seller said they had, or the deviation concerns facts the seller knew or ought to have known but did not disclose, the period only runs from actual discovery. In a consumer sale, the period also runs from discovery, and notice within two months of discovery is in time.

Second, claims and defences based on non-conformity become time-barred two years after that notification (Article 7:23(2)). The buyer can still set its right to a price reduction or damages against a claim for payment of the price. The period does not run as long as the buyer cannot exercise its rights because of the seller’s intent (Article 7:23(3)). In a consumer sale, these rules cannot be set aside to the buyer’s detriment (Article 7:6(1)).

Under the CISG, the buyer must examine the goods within as short a period as is practicable in the circumstances (Article 38(1) CISG). It loses its rights if it does not notify the seller, specifying the nature of the lack of conformity, within a reasonable time after it discovered or ought to have discovered it, and in any event within two years after the goods were actually handed over, unless this is inconsistent with a contractual period of guarantee (Article 39 CISG). Replacement goods can only be required if the lack of conformity is a fundamental breach; a request for replacement or repair must be made with the notice or within a reasonable time after it (Article 46(2) and (3) CISG).

How quickly must a buyer complain?

Between businesses, the law sets no fixed number of days. What is a reasonable time depends on the circumstances, such as the nature of the goods and whether the defect could have been found on inspection. Do not wait: a buyer that does not notify in time can no longer rely on the non-conformity (Article 7:23(1) DCC). For consumers, notice within two months of discovery is in time.

The law does not prescribe a form for the notice. Notify in writing, for example by e-mail, describe the defect and keep a copy, so that you can prove when you complained and what about. The notice itself does not have to contain the evidence; proof becomes relevant if the seller disputes the non-conformity. Contracts and general terms often set a fixed complaint period. Between businesses, this is in principle possible; in a consumer sale, the parties cannot deviate from Article 7:23 to the buyer’s detriment (Article 7:6(1)).

Who bears the burden of proof?

The general rule is that the party relying on the legal consequences of facts or rights it asserts must prove them, unless a special rule or the requirements of reasonableness and fairness lead to a different allocation (Article 150 Dutch Code of Civil Procedure). A buyer that claims non-conformity must therefore in principle prove it.

In a consumer sale, a special rule applies. If the deviation appears within one year after delivery, it is presumed that the goods did not conform at delivery, unless the seller proves otherwise or the nature of the goods or of the deviation is incompatible with the presumption (Article 7:18a(2) DCC). After that year, the general rule applies again.

When can a buyer terminate and claim a refund?

A buyer can rescind (ontbinden) the contract wholly or partly for a failure of the seller, unless the failure, given its special nature or minor importance, does not justify rescission with its consequences (Article 6:265(1) DCC). If performance is not permanently or temporarily impossible, the seller must first be in default (Article 6:265(2)). This usually requires a Dutch letter of demand giving the seller a reasonable period to perform (Article 6:82(1)). Article 6:265 is default law: business parties can regulate rescission differently in their contract.

Rescission takes place by a written declaration, or by an electronic declaration if the contract was concluded electronically (Article 6:267(1)). It can also be pronounced by the court at the buyer’s request (Article 6:267(2)). Rescission releases the parties from the obligations affected by it; performance already rendered must be undone, so the price is repaid and the goods are returned (Article 6:271). The buyer can also claim damages if the failure is attributable to the seller (Article 6:74(1)).

In a consumer sale, the consumer who rescinds sends the goods back at the seller’s expense, and the seller refunds the price on receipt of the goods or of proof that the consumer has sent them back (Article 7:22(7)).

How are sales disputes resolved in the Netherlands?

Start with a written complaint to the seller and, where needed, a notice of default. If that does not solve the dispute, you can initiate proceedings in a Dutch court. Arbitration is only possible if the parties have agreed to it, before or after the dispute arose (Article 1020(1) and (2) Dutch Code of Civil Procedure). Mediation is voluntary, unless the contract requires the parties to try it first. Whether arbitration or mediation is faster or cheaper than court proceedings depends on the case.

Which consumer rules must a seller observe?

When selling to consumers, sellers must observe the mandatory consumer rules of the Dutch Civil Code. The main points for refunds and returns are:

• Right of withdrawal. For distance and off-premises contracts, such as online sales, the consumer can rescind the contract without giving reasons within fourteen days. For a consumer sale, that period runs from the day on which the consumer, or a third party designated by the consumer other than the carrier, received the goods (Article 6:230o(1) DCC). If the trader did not properly inform the consumer of this right, the period is extended, by at most twelve months (Article 6:230o(2)). There are exceptions, for example for goods made to the consumer’s specifications, perishable goods, and sealed goods that are unsuitable for return for health or hygiene reasons once unsealed (Article 6:230p).
• Refund after withdrawal. The trader must refund all payments, including delivery costs, without undue delay and in any event within fourteen days after receiving the withdrawal notice (Article 6:230r(1)). Extra costs of a more expensive delivery method than the cheapest standard delivery offered need not be refunded (Article 6:230r(3)). Unless the trader offered to collect the goods, the consumer can only claim the refund once the trader has received the goods or the consumer has shown that it sent them back, whichever is earlier (Article 6:230r(4)). The consumer bears the direct cost of returning the goods, unless the trader failed to inform the consumer of this (Article 6:230s(2)).
• Shop purchases. The statutory right of withdrawal does not apply to an ordinary purchase in the seller’s shop. Whether the consumer can return goods that conform to the contract then depends on the seller’s own return policy.
• Statutory conformity rights. Whatever the seller’s own warranty says, the consumer keeps the statutory rights for non-conforming goods, and these cannot be limited or excluded (Article 7:6(1)). A commercial guarantee (commerciële garantie) applies in addition to those rights (Article 7:6a(1)).
• Delivery and prepayment. Unless agreed otherwise, the seller must deliver without undue delay and in any event within thirty days after the contract was concluded (Article 7:9(4)). A consumer can be required to prepay at most half of the price (Article 7:26(2)).

How do you draft a Dutch purchase agreement?

A sale of goods does not have to be in writing (Article 3:37(1) DCC), but a written contract makes the agreed terms easier to prove. A business sale usually consists of a quotation or purchase order, its acceptance, and the general terms and conditions (algemene voorwaarden) of one of the parties. Use clear and unambiguous terms, and state which general terms apply.

If you contract with a foreign business, note that the Dutch statutory rules on general terms and conditions (Articles 6:231 to 6:247 DCC) do not apply between businesses that are not both established in the Netherlands, whatever law governs the contract (Article 6:247(2)). A party is established in the Netherlands if its principal place of business is there or, if the contract is to be performed by another branch, that branch is in the Netherlands (Article 6:247(3)). If Dutch law applies, a clause can still be set aside, mainly where applying it would be unacceptable by standards of reasonableness and fairness (Article 6:248(2)), and a legal act contrary to good morals or public order is void (Article 3:40(1)).

What should a sale of goods contract regulate?

Between businesses, most sales rules are default rules, so the contract determines much of the allocation of risk. A purchase agreement does not have to be filed with the Chamber of Commerce or any other authority. Agree in particular on:

• the goods, their quantity, quality and specifications, because these determine what the buyer may expect (Article 7:17(2) DCC);
• the price and payment term. Between businesses, a payment term of more than 60 days is only valid if it is expressly agreed and is not grossly unfair to the creditor (Article 6:119a(5)); a maximum of 30 days applies if the buyer is a legal entity that exceeds the size criteria of Article 2:397(1) and (2) DCC and the seller is a business that does not exceed them (Article 6:119a(6));
• the time and place of delivery and when the risk passes; without an arrangement, the goods are at the buyer’s risk from delivery (Article 7:10(1));
• retention of title until the price has been paid (Article 3:92(1));
• a procedure and period for notifying defects, warranties and any limitation of liability;
• the governing law, whether the CISG is excluded (Article 6 CISG), and the competent court or arbitration.

How do you enforce a Dutch sales contract?

If the other party does not perform, you can ask the court to order performance (Article 3:296(1) DCC), claim damages or rescind the contract. A seller that is not paid can claim the price and, in a commercial contract, statutory commercial interest from the day after the agreed final payment date (Article 6:119a(1)). If no payment date was agreed, the interest is in the basic case due from 30 days after the start of the day following the day on which the buyer received the invoice (Article 6:119a(2)(a)).

A buyer with non-conforming goods should first notify the seller in time (Article 7:23(1)) and then claim repair, replacement, damages or rescission. Claims based on non-conformity become time-barred two years after the notification (Article 7:23(2)).

Frequently asked questions about the sale of goods under Dutch law

Is there a Sale of Goods Act in the Netherlands?

No. The Dutch rules on the sale of goods are in Title 1 of Book 7 of the Dutch Civil Code, starting with the definition of a sale in Article 7:1, together with the general contract rules in Book 6. For international sales of goods between businesses, the CISG often applies instead (Article 1(1) CISG).

What are my consumer rights in the Netherlands if I want a refund?

That depends on the reason. For online and other distance or off-premises purchases, you can withdraw within fourteen days without giving reasons, and the trader must refund all payments, including standard delivery costs, within fourteen days of your withdrawal notice (Articles 6:230o and 6:230r DCC). For non-conforming goods, you can claim repair or replacement, and rescission with a refund if that fails or in the cases of Article 7:22(5) (Articles 7:21 and 7:22).

Can I return defective electronics free of charge in the Netherlands?

If the goods do not conform to the contract, repair and replacement are free of charge (Article 7:21(2) DCC). In a consumer sale, you make the goods available to the seller for repair or replacement, and the seller takes them back at its own expense (Article 7:21(7)). If you rescind, you return the goods at the seller’s expense (Article 7:22(7)). In a consumer sale, a defect that appears within one year of delivery is presumed to have existed at delivery, unless the seller proves otherwise or the nature of the goods or of the defect is incompatible with that presumption (Article 7:18a(2)).

How long does a buyer have to complain about defective goods?

The buyer must notify the seller within a reasonable time after it discovered, or reasonably ought to have discovered, the defect; for consumers, notice within two months of discovery is in time (Article 7:23(1) DCC). Claims then become time-barred two years after the notification (Article 7:23(2)). Under the CISG, the outer limit is two years after the goods were handed over (Article 39(2) CISG).

Does the CISG apply to a sale of goods with a Dutch company?

Usually, if the other party’s place of business is in another Contracting State (Article 1(1)(a) CISG), or if the rules of private international law lead to the law of a Contracting State (Article 1(1)(b)). It also applies if Dutch law is chosen, unless the parties exclude it (Article 6 CISG). It does not apply to goods bought for personal, family or household use, unless the seller neither knew nor ought to have known of that use (Article 2(a) CISG).

Primary sources

• Dutch statutes are only officially available in Dutch, on wetten.overheid.nl.
• Dutch Civil Code (Burgerlijk Wetboek) Book 2: Article 2:397
• Dutch Civil Code Book 3: Articles 3:37, 3:40, 3:92, 3:296
• Dutch Civil Code Book 6: Articles 6:74, 6:82, 6:83, 6:119a, 6:217, 6:227, 6:230o, 6:230p, 6:230r, 6:230s, 6:247, 6:248, 6:265, 6:267, 6:271
• Dutch Civil Code Book 7: Articles 7:1, 7:2, 7:5, 7:6, 7:6a, 7:9, 7:10, 7:17, 7:18, 7:18a, 7:21, 7:22, 7:23, 7:24, 7:26
• Dutch Code of Civil Procedure (Wetboek van Burgerlijke Rechtsvordering): Articles 150 and 1020
• UN Convention on Contracts for the International Sale of Goods (CISG), Articles 1, 2, 6, 38, 39 and 46

When should you contact a Dutch contract lawyer?

Contact a lawyer before you sign a significant or cross-border sale, if you want to exclude the CISG or rely on your own general terms, or as soon as a dispute about conformity, payment or rescission arises: the reasonable period for notifying defects under Article 7:23(1) DCC can be short. Read more about contract law in the Netherlands.