A business notice of default (ingebrekestelling) is a written demand in which you make clear which agreement has not been performed and give a reasonable final deadline for performance. If performance is still not forthcoming within that deadline, the other party may be in default. That can be necessary for a claim for damages or for termination of the contract. However, a notice of default is not required in every situation, and a period of fourteen days is not always the right one.
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For business owners, what matters most is that the letter fits the problem. An unpaid sum of money, a machine that was never delivered and defective software each call for a different description of the performance demanded. Use a template as a structure, therefore, and not as a substitute for assessing what your contracting party still has to do and is still able to do.
What is the purpose of a notice of default
Where necessary, the notice of default gives the debtor a final, reasonable opportunity to perform. It records what you require and by when. This makes the transition from a failure to perform to default clearer. The main statutory rule is set out in Article 6:82 of the Dutch Civil Code (BW).
A failure to perform and default are not the same thing. A supplier falling behind may amount to a failure to perform, but that does not always mean you can immediately use every legal remedy. For damages for delay or for termination, a further step may first be required. The position may be different in the case of permanent impossibility or particular exceptions.
Terms such as reminder, formal demand and notice of liability are not interchangeable either. A formal demand can contain a notice of default, but an angry request to get in touch does not automatically do so. A notice of liability identifies responsibility for loss. It does not necessarily set a final deadline for performing a contractual obligation that can still be performed.
First check what was actually agreed
Put the contract, quotation, order confirmation, general terms and conditions and any amendments side by side. What performance was owed? What deadline was agreed? Was that date final or merely an indication? Did you yourself have to provide information, access or a payment before the other party could start?
A usable notice of default refers to those specific arrangements. For a machine, you state the model, order number and the missing delivery. For software, you describe the agreed functions that do not work. For an invoice, you state the amount, the basis and the due date. Avoid general accusations such as ‘you never do what you promise’.
Also check whether the contract contains specific notice or remedy provisions. The parties may have agreed that notifications must be sent to a particular address or that a certain procedure must be followed first. The meaning and enforceability of such arrangements must be assessed. Do not ignore them simply because you have found a general template on the internet.
When is a notice of default usually required
A notice of default is often appropriate where performance is still possible, the obligation is due and default without notice has not yet occurred. Think of a service provider who still has to complete a report, without a strict deadline having been agreed. You then make clear that further delay will not be accepted indefinitely.
In the case of defective performance, the issue may be remedying the defects. Describe which shortcomings must be rectified and what proper completion entails. Merely demanding that the other party ‘come up with a plan’ is not always the same as setting a deadline for the performance actually owed. A plan can sometimes be useful as an intermediate step, but word that deliberately.
Also provide the cooperation that is reasonably required. A supplier cannot carry out repairs if you refuse access or withhold essential information. Record when inspection or repair is possible and who the contact person is. Your own conduct may later become relevant to the question of why performance did not take place.
When can default arise without a notice of default
Article 6:83 of the Dutch Civil Code lists several situations. An important example is the expiry of a period set for performance, unless that period has a different purpose. An agreed delivery date is therefore not automatically a strict deadline in every context. The content and intention of the arrangement are taken into account.
Default can also arise without a notice of default where you must infer from a statement by the debtor that he will fail to perform. A clear refusal to deliver may be assessed differently from a request for a short extension. In addition, the law contains specific rules for, among other things, obligations to pay damages.
That list is not the only relevant route. The circumstances and the principles of reasonableness and fairness may be significant. On the other hand, you should not be too quick to assume that a notice of default is pointless. If you wrongly skip that step and have already brought in someone else, a dispute may arise about recovering the additional costs.
Impossibility calls for a different assessment
Where performance is permanently impossible, a final period for remedying the failure is often pointless and other requirements apply. Think of a unique performance that should have taken place at a moment that has now passed. Whether performance really is permanently impossible must be assessed on the specific facts. The fact that you have little confidence left does not automatically make performance impossible.
Article 6:82(2) of the Dutch Civil Code also governs situations in which the debtor is temporarily unable to perform or his attitude shows that a demand would be futile. In that case, a written notification stating that he is held liable for the failure to perform may suffice. This route too must fit the facts.
First distinguish, therefore, between unwillingness, a temporary obstacle and permanent impossibility. A supplier without staff may still be able to engage a third party. A specific event that has already taken place presents a different problem. The correct characterisation determines whether you should consider repair, delivery, termination or damages as the next step.
How long should the final deadline be
The period must be reasonable for the performance still required. For a simple payment, a shorter period may be appropriate than for replacing a technical system. Take into account the scope of the work, earlier warnings, preparation time, available materials and the urgency. There is no standard period that applies to all business disputes.
A period of two days for extensive repairs may be too short. Conversely, the other party does not always need to be given all the preparation time again if it has known for weeks what needs to be done. The history of the matter is relevant. Record earlier arrangements and warnings in the letter briefly and factually.
In HR 11 October 2019, ECLI:NL:HR:2019:1581, the Dutch Supreme Court (Hoge Raad) emphasised that the rules on notices of default should not be applied as rigid requirements and that the circumstances are significant. That is no invitation to choose arbitrary deadlines, but a reason to justify the final deadline carefully.
Seven elements of a clear letter
First, name the correct sender and contracting party. Then refer to the contract and the performance owed. Describe specifically in what respect performance falls short. Next, state exactly what still needs to be done, by what date at the latest, and what cooperation you are offering. Conclude with a clear reservation of the legal remedies that will be considered if performance is not forthcoming.
Enclose the key documents or identify them clearly. A letter with ten general complaints is less useful than an overview of three demonstrable shortcomings. Number technical repair items and attach photographs or a report where that clarifies the performance required. Keep the enclosures in exactly the version that was sent.
Avoid unfounded accusations of fraud or deception. A failure to perform is not automatically a criminal offence. Also bear in mind business relationships that might still be repaired. A clear formal letter can be firm without hostile language, unrealistic demands or threats you cannot carry out.
Where necessary, a notice of default sets a final reasonable period for performance. A letter interrupting the limitation period has a different function: preventing a claim from becoming unenforceable through the passage of time. One letter can sometimes serve several functions, but that must be apparent from its content and the applicable rules.
For older claims, therefore, check the limitation period and its interruption separately. If you wish to withhold work or payment in the meantime, assess the specific conditions for suspension.
Example of a business notice of default
The sample text below is intended for a contractual performance that can still be carried out. Fill in the missing details specifically and assess the deadline. Do not use it unchanged in cases of permanent impossibility, urgent exceptions or a contract with specific notice rules.
‘Dear Sir or Madam,
On [date], [parties] entered into an agreement concerning [performance], recorded in [quotation, contract or order number]. Under that agreement, you are required to perform [specific obligation]. To date, [clear description of the failure to perform] has not been carried out.
We contacted you about this on [dates]. The following items are missing or must be remedied: [numbered list with verifiable descriptions]. The relevant documents are enclosed.
We hereby demand that you perform these obligations fully and properly, no later than [date]. In view of [scope, previous preparation and other circumstances], we consider this period reasonable. We offer the following cooperation for the performance: [access, information and contact person].
This letter serves, to the extent necessary, as a notice of default. If the required performance is not forthcoming within the period set, we will consider our further legal remedies, including, where applicable, termination and damages. We reserve all our rights.
We would appreciate your written confirmation of receipt and information on how you will perform. A response or implementation plan does not replace the performance required above within the deadline, unless we expressly agree otherwise.
Yours faithfully,
[name and company].’
The wording ‘to the extent necessary’ does not remove the need for the letter to be correct in substance. In particular, check whether the performance demanded is due, whether the other party is able to remedy the failure, and whether the end date leaves sufficient time after receipt. A date that has almost passed by the time the letter arrives may give rise to a dispute.
How do you send the notice of default
Choose a channel that allows you to prove both the content and receipt as well as possible. Sending it by email and by registered post is often practical. Use the address of the contracting party that was agreed or that has demonstrably been used. Keep the message, the enclosures, the sending details, the confirmation of receipt and any response.
For declarations, the fact that the declaration reaches the addressee is an important principle under Article 3:37 of the Dutch Civil Code. Proof of posting is not in all cases the same as proof that the correct content was received. A returned letter or an error message therefore requires immediate attention.
A WhatsApp message can serve as evidence, but a short chat is less suitable for a complex request for repairs with enclosures. Where significant amounts are at stake, use a clear letter as a document. If appropriate, send a reference to the same document through several known channels. Avoid different versions with different deadlines.
Do not confuse this with the consumer letter for collection costs
The well-known fourteen-day letter has a specific function with regard to extrajudicial collection costs charged to consumers. That scheme is not the same as the general notice of default. The fact that a template mentions ‘fourteen days’ does not mean that all the conditions for default, termination or collection costs in a business case have thereby been met.
For business claims for payment, payment terms, statutory commercial interest and arrangements on costs may play a role of their own. First determine whether the other party acted as a business or as a consumer. A sole trader can be a consumer when making a private purchase. The Chamber of Commerce (KVK) number alone does not answer that question for every transaction.
What do you do after the deadline has passed
Check in factual terms what has been performed and what is still missing. Partial performance calls for an assessment of the remaining failure. Record the situation before you have another party make changes. If you want to have repairs carried out elsewhere and recover the costs, the legal basis for doing so must be sound.
Termination does not happen automatically because you have sent a notice of default. A separate declaration or a court decision may be required for that. Damages likewise require substantiation of the failure to perform, attributability, loss and a causal link, together with the applicable requirements concerning default. A letter is a step in the file, not an automatic award of your claim.
Also weigh up the practical solution. A short, specific extension can sometimes be better than proceedings, provided you record what that extension means. Do not let tacit postponement continue indefinitely. If a dispute has reached a deadlock, ask for your contract and correspondence to be reviewed through our corporate and commercial law services.
What if the other party responds but does not remedy the failure
A response to your letter is not the same as performance. Assess what is actually being offered. ‘We are looking into it’, for example, provides no certainty about when a broken installation will work again. Ask for specific work, a date of performance and the conditions under which the repair will take place. Keep that response together with your original notice of default.
If you accept a new arrangement, make clear whether you are thereby changing the earlier deadline. An unclear combination of a final deadline and later assurances may lead to a dispute about what the other party could reasonably have understood. Word precisely what latitude you are giving and which rights you reserve. The words ‘without prejudice’ alone do not resolve a contradictory arrangement.
Cooperate with a reasonable offer of repair yourself. Think of access to the premises, availability of a contact person and necessary information. If repair stalls because you refuse all access, that may affect your own position. However, you do not have to agree, without investigating, to a proposal that departs materially from the contract or imposes new, unreasonable conditions.
After performance, check whether the agreed performance has actually been delivered. Record any remaining defects specifically, preferably with dates, photographs or test results. A general message saying you are ‘still dissatisfied’ is less useful than a verifiable list. This arises, for example, when a supplier delivers late or not at all or a software service continues to malfunction. In the latter situation, the difference between repair and terminating a business software contract also deserves attention.
Frequently asked questions
Is a notice of default always required?
No. In certain circumstances default can arise without a notice of default, and other requirements apply in the case of permanent impossibility. The right route depends on the performance, the arrangements and the facts. Do not skip the notice of default merely because you feel the other party has had enough chances.
Do I always have to allow fourteen days?
No. The period must be reasonable for what still needs to be done. A complex repair may require more time than a payment. Earlier preparation and warnings may be relevant. Moreover, the specific consumer scheme for collection costs must be distinguished from a general business notice of default.
Is an email sufficient?
A clear email can meet the requirement that the notice be in writing. Proof of receipt and correct addressing remain important. Also check the contractual notice provisions. Keep the complete email including enclosures and follow up on error messages or missing confirmations of receipt.
Does a lawyer have to send the letter?
That is not generally required. In a simple and clear situation, you can draft a letter yourself. Where significant interests, technical defects, unclear deadlines or intended termination are involved, a legal review may be advisable. A wrong first step may later affect whether the loss can be recovered.
Can I bring in another supplier straight away?
Sometimes, but not without assessing the circumstances. If the original supplier must still be given a reasonable opportunity to perform, premature replacement may undermine your claim for damages. Urgency and mitigation of loss may, however, be relevant. Record why an alternative arrangement was necessary.
What if the other party does not respond?
First check whether your letter reached the correct party and whether the deadline has passed. Then assess which legal remedy is appropriate. Silence does not mean that every measure you would like to take is permitted. For a claim for payment, our explanation of business debt collection can help you organise the next steps.
Help with a business notice of default
Do you want to formally call a supplier, client or other contracting partner to account? Arslan Advocaten can assess which obligation should be stated, whether a notice of default is required and what deadline is appropriate. Bring the contract, earlier messages and evidence of the failure to perform. Contact us before you take an irreversible next step.
Written by Onur Arslan, attorney at Arslan Advocaten. Registered in the specialisation register of the Netherlands Bar for employment law and personal injury. Content reviewed on 12 September 2026 against the statutory text on wetten.overheid.nl and the cited judgments on rechtspraak.nl.
