Termination of a supply contract under Dutch law

Published on 13 September 2023 · Last updated 26 October 2026

Under Dutch law, you can terminate (ontbinden) a supply contract if the other party fails to perform, unless the failure, given its special nature or minor significance, does not justify termination with its consequences (Article 6:265(1) Dutch Civil Code, DCC). Usually the other party must first be in default. A contract for an indefinite term can also be ended by notice (opzegging).

This page explains how a supply contract ends under Dutch law: termination for non-performance under Article 6:265 DCC, notice, the bankruptcy of the other party and force majeure. For the content of the contract itself, such as delivery, risk and complaints, see our page on supply agreements in the Netherlands. Our team also advises on Dutch Distribution Law.

A supply contract is usually a sale (koop) (Article 7:1 DCC), or a framework agreement under which separate orders are placed. Ending a supply contract between businesses is mainly governed by the contract itself and by the general rules of Book 6 DCC. For the general rules, see our page on contract termination in the Netherlands. Below, our Dutch attorneys set out the main routes for supply contracts.

How do you terminate a supply contract?

First check the contract. Many supply contracts regulate their duration, notice periods and grounds for termination. Dutch law distinguishes two main routes. Notice (opzegging) ends a contract for the future and does not require a breach; it is mainly relevant for contracts for an indefinite term. Termination (ontbinding, also translated as dissolution or rescission) is a remedy for a failure in performance (tekortkoming) (Article 6:265 DCC). Force majeure is not a separate ground for termination: it excludes damages, but a failure caused by force majeure can still justify termination (see below).

The statutory rule in Article 6:265(1) DCC is default law (aanvullend recht). Parties are therefore in principle free to depart from it by contract, for example with a clause that allows termination with immediate effect for specified failures (Dutch Supreme Court 7 July 2023, ECLI:NL:HR:2023:1071, ground 3.2). Whether such a clause applies is a matter of interpretation. If Dutch law applies, a rule that applies between the parties under their contract does not apply to the extent that this would be unacceptable by standards of reasonableness and fairness in the circumstances (Article 6:248(2) DCC). Be careful: if you terminate without a valid ground and stop performing, you may yourself fail to perform and become liable for damages.

In which ways can a supply contract end?

Unless the contract provides otherwise, a supply contract can end in the following ways:

• Performance: once both parties have performed all their obligations, for example after a one-off delivery has been made and paid for.
• Expiry: a contract for a fixed term ends when the term expires, unless it is extended.
• Notice (opzegging): according to the contract, or, for a contract for an indefinite term without a notice clause, in principle by giving notice (see below).
• Mutual agreement: the parties can agree to end the contract on the terms they choose.
• Termination for non-performance (ontbinding): by a written statement or by the court (Article 6:265 and Article 6:267 DCC).
• Unforeseen circumstances: at the claim of one of the parties, the court can amend the contract or terminate it in whole or in part on the ground of unforeseen circumstances of such a nature that the other party, by standards of reasonableness and fairness, may not expect the contract to remain unchanged (Article 6:258(1) DCC). The court does not do so insofar as the circumstances are for the account of the party invoking them, given the nature of the contract or generally accepted views (Article 6:258(2) DCC).
• Annulment (vernietiging): this is not a way to end a properly concluded contract, but a remedy for a defect in how it was formed, such as threat, fraud or abuse of circumstances (Article 3:44(1) DCC) or, under the conditions of Article 6:228 DCC, mistake. Annulment takes place by an out-of-court statement or by a court judgment (Article 3:49 DCC) and works retroactively (Article 3:53(1) DCC). If the consequences that have already occurred are difficult to undo, the court can, on request, deny the annulment its effect in whole or in part (Article 3:53(2) DCC).

When can you terminate a supply contract under Article 6:265 DCC?

There is no official English text of the Dutch Civil Code. In an informal translation, Article 6:265(1) DCC reads: “Every failure of a party to perform one of its obligations gives the other party the right to terminate the contract in whole or in part, unless the failure, given its special nature or minor significance, does not justify the termination with its consequences.” So there must be a failure in performance, such as a late, incomplete or defective delivery or a late payment, and that failure must justify termination. A minor delay or a small defect will not always be enough. The failure does not have to be attributable to the other party; attribution mainly matters for damages (Article 6:74(1) DCC).

Insofar as performance is not permanently or temporarily impossible, the right to terminate only arises once the other party is in default (verzuim) (Article 6:265(2) DCC). Default usually arises when you give the other party a written notice of default (ingebrekestelling) with a reasonable period to perform, and performance does not follow within that period (Article 6:82(1) DCC). Default arises without a notice of default in the cases listed in Article 6:83 DCC, for example when a fixed deadline for performance expires without performance, unless it appears that the deadline has a different purpose, or when you must infer from a statement of the other party that it will fail to perform. Read more about non-performance of contractual claims under Dutch law.

You cannot base termination on a failure in the performance of an obligation for which you are yourself in creditor’s default (Article 6:266(1) DCC). You terminate by a written statement to the other party; if the contract was concluded electronically, it can also be terminated by an electronic statement (Article 6:267(1) DCC). You can also ask the court to pronounce the termination (Article 6:267(2) DCC). Some contracts can only be terminated by the court, such as a lease of a building where the tenant has failed to perform, apart from statutory exceptions (Article 7:231(1) DCC). That rule does not apply to a supply contract.

What are the consequences of terminating a supply contract?

Termination has no retroactive effect (Article 6:269 DCC). It releases the parties from the obligations affected by it. Insofar as these have already been performed, the legal basis for that performance remains, but the parties must undo the performances they have received (Article 6:271 DCC). If the nature of a performance excludes undoing it, its value at the time of receipt must be compensated instead; if the performance did not meet the obligation, that compensation is limited to the value it actually had for the recipient at that time in the circumstances (Article 6:272 DCC). A partial termination means a proportional reduction of the performances on both sides (Article 6:270 DCC), which can be useful in a supply contract with several deliveries. The party whose failure gave grounds for termination must compensate the loss the other party suffers because the contract is terminated instead of performed; if that failure cannot be attributed to it, only within the limits of Article 6:78 DCC (Article 6:277 DCC).

Do not wait too long. A legal claim for termination on the ground of a failure in performance becomes time-barred five years after the start of the day following the day on which the creditor became aware of the failure, and in any case twenty years after the failure arose (Article 3:311(1) DCC). After that, you can no longer terminate out of court either, unless you terminate to defend yourself against a claim or other legal measure based on the contract (Article 6:268 DCC). Read more about dissolution clauses in Dutch B2B contracts.

What notice period applies when you end a supply contract?

Notice (opzegging) is a statement by which you end a contract for the future. Follow the contract first: it may prescribe a notice period, a form and a date on which notice can take effect. Unless otherwise provided, a statement can be made in any form (Article 3:37(1) DCC). A statement addressed to a person only takes effect once it has reached that person. A statement that did not reach the addressee, or not in time, can still take effect if this is due to the addressee’s own act, to persons for whom it is responsible or to other circumstances concerning it that justify it bearing the disadvantage (Article 3:37(3) DCC). Give notice in writing and in a way that lets you prove receipt.

If the contract contains a notice clause, the contract can in principle be terminated under that clause. Insofar as the law and the contract leave room for it, the requirements of reasonableness and fairness can, given the nature and content of the contract and the circumstances, impose further requirements on the notice (Article 6:248(1) DCC), such as a sufficiently weighty ground, a certain notice period or an offer to pay (damages) compensation. Relying on a contractual power to give notice can also be unacceptable by standards of reasonableness and fairness (Article 6:248(2) DCC) (Dutch Supreme Court 16 May 2025, ECLI:NL:HR:2025:763, ground 3.2). An agreed notice period cannot be set aside and replaced by a longer one on the basis of the supplementing effect of reasonableness and fairness alone, but the party giving notice may, in certain circumstances, have to offer the other party compensation (ground 3.4). If you do not observe the agreed notice period, the other party may hold you liable for the resulting loss.

If the law and the contract do not regulate notice, a continuing contract for an indefinite term, such as an open-ended supply relationship, can in principle be terminated by notice. The requirements of reasonableness and fairness can, given the nature and content of the contract and the circumstances of the case, mean that notice is only possible if there is a sufficiently weighty ground for it, that a certain notice period must be observed, or that the notice must be accompanied by an offer to pay (damages) compensation (Dutch Supreme Court 28 October 2011, ECLI:NL:HR:2011:BQ9854, ground 3.5.1). Which of these applies depends on the circumstances. A contract for a fixed term in principle runs until its end date and cannot be ended early by notice unless the contract allows this. Termination for non-performance (Article 6:265 DCC) and amendment or termination by the court because of unforeseen circumstances (Article 6:258 DCC) remain possible.

What happens if your supplier becomes insolvent?

Does a supply contract end automatically when the other party goes bankrupt?

No. The bankruptcy (faillissement) of your supplier or customer does not by itself end a supply contract. If, at the time of the bankruptcy order, a mutual contract has not been performed, or only partly, by both the bankrupt party and you, you can set the bankruptcy trustee (curator) a reasonable period in writing to declare whether it will perform the contract. If the trustee does not declare within that period that it is willing to perform, it loses the right to claim performance from you. If it does declare that it will perform, it must provide security for that performance (Article 37(1)-(2) Bankruptcy Act, Faillissementswet, Fw). This does not apply to contracts under which the bankrupt party only undertook to perform acts personally (Article 37(3) Fw). An exception applies to a contract for the delivery of goods traded on an exchange for future delivery at a fixed time or within a fixed period that falls after the bankruptcy order: such a contract is terminated by the bankruptcy order itself, and the other party can claim damages as an unsecured creditor (Article 38 Fw).

The trustee’s refusal does not automatically terminate the contract either. Whether you can terminate depends on the general rules: there must be a failure in performance that justifies termination and, usually, default (Article 6:265 DCC). Claims you acquire on the bankrupt party because a contract concluded before the bankruptcy is terminated or annulled, and claims for damages for failure to perform an obligation that arose before the bankruptcy, can be lodged in the bankruptcy as an unsecured (concurrent) creditor (Article 37a Fw).

What can you do if the other party is in financial difficulty?

Financial difficulty of the other party is not in itself a failure in performance. If you must perform first, you may suspend your performance if circumstances that came to your knowledge after the contract was concluded give you good grounds to fear that the other party will not perform its obligations (Article 6:263(1) DCC). If you only have good grounds to fear partial or improper performance, suspension is allowed only to the extent the failure justifies it (Article 6:263(2) DCC). The consequences of non-performance can also arise before the claim is due, for example if you have good grounds to fear that the other party will fail to perform and it does not comply with a written demand, stating those grounds, to declare within a reasonable period that it is willing to perform (Article 6:80(1)(c) DCC). In all cases, a contractual rule does not apply to the extent that this would be unacceptable by standards of reasonableness and fairness in the circumstances (Article 6:248(2) DCC). Read more about the right of suspension in the Netherlands.

When can you invoke force majeure?

Force majeure (overmacht) is a failure in performance that cannot be attributed to the debtor. Under Article 6:75 DCC, a failure cannot be attributed to the debtor if it is not due to its fault and is not for its account under the law, a juristic act or generally accepted views (in het verkeer geldende opvattingen). Unforeseeability is therefore not the statutory test; the question is whether the failure is due to the debtor’s fault or is for its account. A supplier that uses other persons to perform its obligation is liable for their conduct in the same way as for its own (Article 6:76 DCC). If the failure cannot be attributed to the debtor, it does not have to pay damages (Article 6:74(1) DCC). Force majeure does not prevent termination, however: Article 6:265(1) DCC applies to every failure, and if performance is permanently or temporarily impossible, no default is required (Article 6:265(2) DCC). The other party then only has to compensate the loss caused by the termination within the limits of Article 6:78 DCC (Article 6:277(2) DCC).

The inclusion of a force majeure clause in contracts, while not mandatory, can provide clarity. It allows parties to define, expand, or limit the term by listing specific events that constitute force majeure.

What steps should you take before ending a supply contract?

Before you send a notice or a termination statement, go through the following steps:

• Check the contract: duration, notice periods, termination grounds, the required form and address for notices, and the governing law. The rules on this page apply if Dutch law governs the contract.
• Choose the route: notice for the future, termination for a failure in performance, or a termination agreement with the other party.
• For termination: document the failure and, unless default has already arisen or performance is impossible, first send a written notice of default with a reasonable period to perform (Article 6:82(1) DCC).
• Send the notice or termination statement in writing and keep proof that it reached the other party (Article 3:37(3) DCC).
• Arrange the run-off: open orders, stock, specific tools, confidential information and final invoices. After termination, performances already received must be undone (Article 6:271 DCC).

If the other party disputes your notice or termination, the court decides whether it was valid. In urgent cases in which, given the interests of the parties, an immediate provisional measure is required, for example after a sudden supply stop, you can ask the preliminary relief judge for a provisional order in summary proceedings (kort geding) (Article 254(1) Dutch Code of Civil Procedure, Rv).

Frequently asked questions about terminating a supply contract under Dutch law

What does Article 6:265 of the Dutch Civil Code say?

There is no official English translation. In short, Article 6:265(1) DCC says that every failure of a party to perform one of its obligations gives the other party the right to terminate the contract in whole or in part, unless the failure, given its special nature or minor significance, does not justify the termination with its consequences. Article 6:265(2) DCC adds that, insofar as performance is not permanently or temporarily impossible, the right to terminate only arises once the debtor is in default.

What are the requirements for termination for non-performance under Dutch law?

There must be a failure in performance, and that failure, given its special nature or minor significance, must not be one that does not justify termination with its consequences (Article 6:265(1) DCC). The other party must usually be in default, unless performance is permanently or temporarily impossible (Article 6:265(2) DCC). You cannot terminate on the basis of a failure for which you are yourself in creditor’s default (Article 6:266(1) DCC). You then terminate by a written statement or ask the court to do so (Article 6:267 DCC). The failure does not have to be attributable; attribution matters for damages (Article 6:277 DCC).

Can you terminate a contract for convenience under Dutch law?

There is no general right to terminate for convenience. It depends on the contract: a contract for an indefinite term can in principle be ended by notice, subject to reasonableness and fairness (ECLI:NL:HR:2011:BQ9854, ground 3.5.1), and a contract for a fixed term in principle runs until its end date. For some contract types, the law gives a right to terminate at any time: the client under a contract for services (opdracht) (Article 7:408(1) DCC; this cannot be departed from to the detriment of a consumer client, Article 7:413(2) DCC) and the principal under a contract for work (aanneming van werk), who must then pay the price for the whole work less the savings resulting from the termination (Article 7:764 DCC). Whether these rules apply to your supply contract depends on how it is qualified.

Can you end a supply contract by mutual agreement?

Yes. The parties can always agree to end the contract. A termination agreement is itself a contract, concluded by an offer and its acceptance (Article 6:217(1) DCC). Record in writing what happens to open orders, stock, payments and any claims, so that there is no later discussion about what was settled.

Do you need to go to court to terminate a supply contract?

Usually not. A written statement to the other party is enough (Article 6:267(1) DCC), but you can also ask the court to pronounce the termination (Article 6:267(2) DCC). Termination has no retroactive effect (Article 6:269 DCC); performances already received must be undone (Article 6:271 DCC). If the other party disputes the termination, the court ultimately decides whether it was valid.

Primary sources

• Dutch Civil Code (Burgerlijk Wetboek), Book 3: Articles 3:37, 3:44, 3:49, 3:53 and 3:311
• Dutch Civil Code, Book 6: Articles 6:74, 6:75, 6:76, 6:78, 6:80, 6:82, 6:83, 6:217, 6:228, 6:248, 6:258, 6:263, 6:265, 6:266, 6:267, 6:268, 6:269, 6:270, 6:271, 6:272 and 6:277
• Dutch Civil Code, Book 7: Articles 7:1, 7:231, 7:408, 7:413 and 7:764
• Bankruptcy Act (Faillissementswet): Articles 37, 37a and 38
• Dutch Code of Civil Procedure (Wetboek van Burgerlijke Rechtsvordering): Article 254
• Dutch Supreme Court 28 October 2011, ECLI:NL:HR:2011:BQ9854, ground 3.5.1
• Dutch Supreme Court 7 July 2023, ECLI:NL:HR:2023:1071, ground 3.2
• Dutch Supreme Court 16 May 2025, ECLI:NL:HR:2025:763, grounds 3.2 and 3.4

At MAAK Advocaten, our commercial law lawyers in the Netherlands advise foreign businesses on ending supply contracts governed by Dutch law, from the notice of default or notice of termination to court proceedings.