Notification of defects clause

Definition

A notification of defects clause contractually specifies the form, channel and deadline for complaining about non-conformity, sharpening the open statutory standard of a "reasonable time". Suppliers use it to obtain certainty and limit late claims, but very short or strict periods may be tested against the statutory duty in articles 7:23 and 6:89 BW and against unfair-terms rules. A well-drafted clause balances commercial certainty with the buyer's realistic chance to inspect.

Example

The clause requires visible defects to be reported in writing within eight days of delivery and hidden defects within eight days of discovery.

Why this is a business risk

A poorly calibrated clause can hurt either side. For suppliers, a loose clause allows late claims that are hard to investigate long after delivery. For buyers, an excessively tight clause may invalidate legitimate complaints before there was a realistic chance to inspect, which a court may then correct by setting the clause aside. Both outcomes produce litigation that a clear, balanced clause avoids.

How to manage it

• Negotiate deadlines that reflect the realistic inspection time for your type of goods or services -- a complex IT system needs more time than a commodity product.
• Distinguish between visible defects (short window) and hidden defects (longer window starting from discovery) in the clause itself.
• Specify the required form of notice -- written, identified counterparty, identified defect -- to avoid disputes over whether a casual email qualifies.
• Store the clause prominently so operations staff who discover defects know the deadline and channel for reporting.
• Set a calendar reminder on the delivery date for the visible-defect inspection window so no complaint deadline is missed by default.

Legal references

• BW 7:23 Dutch Civil Code: duty to complain (sales) Dutch law
• BW 6:89 Dutch Civil Code: general duty to complain Dutch law

Unless marked otherwise, references are to Dutch law (Burgerlijk Wetboek, the Dutch Civil Code); EU instruments such as the GDPR apply across the EU. This is general information, not legal advice. Other jurisdictions treat these concepts differently. Verify the current text and your situation with a qualified lawyer.