# Notification of defects clause

Source: https://contracko.com/glossary/notification-of-defects-clause

# Notification of defects clause

A clause fixing how and within what period a buyer must report defects in performance.

## 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.

### How Contracko helps

Contracko extracts key dates and deadlines from contracts -- including defect-notification windows -- and can trigger reminders so the right team member is alerted before a complaint window closes. Storing the clause alongside delivery records keeps the relevant obligation visible when it matters most.

## Legal references

- [BW 7:23 Dutch Civil Code: duty to complain (sales) Dutch law](https://wetten.overheid.nl/BWBR0005290)
- [BW 6:89 Dutch Civil Code: general duty to complain Dutch law](https://wetten.overheid.nl/BWBR0005289)

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.

## Relevant for

[Manufacturing](https://contracko.com/industries/manufacturing)[Logistics & Distribution](https://contracko.com/industries/logistics)[Retail & Wholesale](https://contracko.com/industries/retail-wholesale)

## Related clauses

- [Warranties Clause](https://contracko.com/clause-library/warranties)
- [Limitation of Liability Clause](https://contracko.com/clause-library/limitation-of-liability)

## Related terms

- [Notice of defect](https://contracko.com/glossary/notice-of-defect)
- [Warranty period](https://contracko.com/glossary/warranty-period)
- [General terms and conditions](https://contracko.com/glossary/general-terms-and-conditions)
- [Warranty](https://contracko.com/glossary/warranty)

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## Frequently asked questions

Common questions about this term.

- **Q:** Can a notification of defects clause override the statutory duty to complain?
  **A:** It can sharpen the statutory standard by setting a fixed deadline and form, but it cannot eliminate the underlying duty or extend rights beyond what the law allows. In consumer contracts, any clause that is stricter than the minimum statutory protection may be voidable.

- **Q:** What happens if I miss the contractual deadline but not the statutory one?
  **A:** You may lose the contractual remedy but retain statutory rights, depending on whether the clause is enforceable and whether you are a consumer or business. A court can also mitigate a forfeiture where the breach of the notice deadline caused no prejudice to the supplier.

- **Q:** Does the clause apply to both goods and services?
  **A:** Yes, with different statutory bases. For goods the specific sales-law rule of BW 7:23 applies; for services and other performances the general complaint rule of BW 6:89 applies. A well-drafted clause covers both and specifies which deadlines apply to each.

- **Q:** Is an eight-day deadline for hidden defects reasonable?
  **A:** It depends on context. Eight days from discovery may be tight for complex technical defects requiring expert investigation, and a court might moderate such a clause if the buyer had no real chance to comply. A fourteen- to thirty-day window is more common in Dutch B2B practice.

- **Q:** Does the clause need to be in the main contract or can it be in general terms?
  **A:** It can be in general terms and conditions, but those must be validly incorporated by reference. If general terms are not made available before or at the time of contracting, the clause may be unenforceable.

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