Warranties in Standard Terms and Conditions under Dutch law

Published on 14 March 2026 · Last updated 28 October 2026

A warranty clause in Dutch standard terms usually sets a warranty period and limits the buyer to repair or replacement. Between businesses that is generally valid, but the clause does not automatically replace the statutory conformity rules, and towards consumers the statutory rights always remain. Have your warranty terms drafted or reviewed so that they say what you intend under Dutch law.

This page is for foreign manufacturers and suppliers that sell under Dutch law or to Dutch customers, and for buyers that receive Dutch terms with a warranty clause. You will read how a contractual warranty relates to the statutory rules, how far a seller can limit remedies, how warranty periods interact with complaint and limitation periods, what applies to consumers and which clauses to include. Guarantees given in share and asset deals are covered in our page on warranties and indemnities under Dutch contract law.

What does a warranty clause in standard terms do under Dutch law?

It adds to or shapes the seller’s statutory liability for non-conformity. By law, goods must have the properties the buyer could expect, including those needed for normal use (Article 7:17 Dutch Civil Code). A warranty (garantie) can promise more, such as a fixed period of trouble-free use, or regulate how claims are handled.

Whether a warranty clause also limits the statutory rights depends on its wording and on what the parties could reasonably expect; a Dutch court does not interpret the clause by its words alone (Haviltex, ECLI:NL:HR:1981:AG4158). A clause that says “12 months warranty” does not necessarily mean that the buyer has no claim after 12 months. If you want the warranty to be the buyer’s only remedy, the terms must say so clearly.

	Statutory conformity	Contractual warranty
Source	Article 7:17 Dutch Civil Code (or Article 35 CISG)	The contract or general terms
Content	Properties the buyer could reasonably expect	What the seller promised, for example performance or durability
Duration	No fixed period; notice within a reasonable time, limitation two years after notice (Article 7:23)	The agreed warranty period
Remedies	Repair, replacement, damages, termination	As agreed, often repair or replacement only

Can a seller limit the buyer’s remedies in its terms?

Between businesses, largely yes. A seller can limit remedies to repair or replacement, exclude consequential loss and cap liability. The limit is reasonableness and fairness: a court can set a clause aside if relying on it would be unacceptable in the circumstances (Article 6:248(2) Dutch Civil Code).

In addition, a standard term can be annulled if it is unreasonably onerous, or if the buyer was not given a reasonable opportunity to read the terms (Article 6:233 and 6:234). Large companies cannot rely on those grounds (Article 6:235(1)), and they do not apply at all between businesses that are not both established in the Netherlands (Article 6:247(2) Dutch Civil Code). A foreign seller should therefore expect its warranty terms to be tested mainly against the contract and reasonableness and fairness.

Selling under your own terms to Dutch distributors or OEM customers? Have a Dutch contract lawyer check your warranty and liability clauses together, because they only work if they fit each other.

How does a warranty period relate to complaint and limitation periods?

They are separate. The buyer must notify a defect within a reasonable time after discovering it, and its claim is time-barred two years after that notice (Article 7:23(1) and (2) Dutch Civil Code). A warranty period does not change those rules unless the terms say so.

Between businesses the parties may agree shorter periods, for example that claims must be brought within one year after delivery. In a consumer sale, the complaint and limitation rules of Article 7:23 cannot be shortened at all (Article 7:6(1) Dutch Civil Code); in other consumer contracts, a standard term that shortens a statutory limitation period to less than one year is unreasonably onerous (Article 6:236(g) Dutch Civil Code). Under the CISG, the buyer loses its rights if it does not give notice within two years after delivery, unless that conflicts with a contractual warranty period (Article 39(2) CISG). A longer warranty can therefore extend that cut-off. See also notice of non-conformity under the CISG.

Period	Dutch law (B2B)	Consumer sale	CISG
Notice of the defect	Reasonable time after discovery (7:23(1))	Two months after discovery is in time (7:23(1))	Reasonable time; at the latest two years after delivery (39)
Limitation of claims	Two years after the notice (7:23(2)); shorter by agreement	Two years after the notice; cannot be shortened (7:6(1))	Not regulated by the CISG; the applicable national law decides
Contractual warranty	As agreed	On top of the statutory rights (7:6a)	Can extend the two-year cut-off (39(2))

What applies to warranties given to consumers?

A commercial guarantee to consumers comes on top of the statutory rights and can never replace them (Articles 7:6 and 7:6a Dutch Civil Code). It binds under the conditions in the guarantee statement and in the related advertising.

The guarantee statement must be given on a durable medium at the latest on delivery. It must state that the statutory rights remain and are free of charge, the name and address of the guarantor, the procedure to claim, the goods covered and the conditions (Article 7:6a(3) and (4)). A producer that offers a durability guarantee is directly liable to the consumer for repair or replacement during that period (Article 7:6a(2)). In consumer terms, ambiguous clauses are interpreted in the consumer’s favour (Article 6:238(2)).

Which warranty clauses should Dutch standard terms contain?

A clear warranty clause states what is warranted, for how long, what the buyer must do, what the seller will do and what is excluded. The table lists the usual elements.

Element	Example wording topic
Scope	Material and manufacturing defects; no warranty on wear parts or misuse
Period and start	For example 12 or 24 months from delivery or commissioning
Claims procedure	Written notice with photographs within a set number of days after discovery
Remedy	Repair or replacement at the seller’s choice; refund if both fail
Exclusive remedy	Whether the warranty replaces other claims between businesses, stated expressly
Exclusions	Incorrect installation, unauthorised modifications, use outside specifications
Relation to liability clause	Cap and exclusion of consequential loss that match the warranty

Check also how your warranty works with your supplier’s warranty, so that you can pass claims up the chain. More on that in chain liability in the Netherlands and excluding liability in general terms.

Practical example: a pump manufacturer and a Dutch installer

Suppose an Italian pump manufacturer sells to a Dutch installation company under its own general terms, governed by Dutch law with the CISG excluded. The terms give a 12-month warranty “for repair or replacement”. Fifteen months after delivery, a series of pumps fails because of a design flaw, and the installer claims the costs of replacing them at its customers’ sites.

The manufacturer argues that the warranty has expired. But its terms do not say that the warranty is the only remedy, and a design flaw means the pumps lacked properties the installer could expect (Article 7:17). The installer complained promptly after discovery, so it can still rely on non-conformity. The dispute is settled on the basis of the liability cap in the terms. Had the terms stated that the warranty replaced all other claims, the manufacturer’s position would have been considerably stronger.

When should you involve a Dutch lawyer?

When you draft or revise your sales terms for the Dutch market, before you sign a customer’s purchase terms with far-reaching warranty duties, and when a warranty claim is rejected or disputed.

MAAK Advocaten in Amsterdam drafts and reviews general terms and conditions for foreign and Dutch businesses and handles warranty and conformity disputes before the Dutch courts in first instance and on appeal. See also general terms and conditions under Dutch law and having your terms reviewed.

Frequently asked questions about warranties in Dutch standard terms

Does a 12-month warranty mean the buyer has no claim after 12 months?

Not necessarily. Unless the terms clearly state that the warranty is the only remedy, the buyer may still rely on non-conformity under Article 7:17 Dutch Civil Code if it complains in time.

Can I limit remedies to repair or replacement in B2B terms?

Yes, generally. A court can set the clause aside only if relying on it would be unacceptable by standards of reasonableness and fairness (Article 6:248(2)), or annul it in domestic dealings if it is unreasonably onerous (Article 6:233).

Do Dutch rules on unfair standard terms protect my foreign customer?

No. Section 6.5.3 of the Dutch Civil Code does not apply between businesses that are not both established in the Netherlands (Article 6:247(2)). The general test of reasonableness and fairness still applies.

Can a commercial guarantee replace consumer rights?

No. A commercial guarantee to consumers comes on top of the statutory rights and must say so (Articles 7:6 and 7:6a Dutch Civil Code).

How long can a buyer wait to complain about a defect?

A reasonable time after discovery; in consumer sales two months is in time. The claim is time-barred two years after the notice (Article 7:23). Under the CISG, notice must be given within two years after delivery unless a longer warranty applies (Article 39).