Background
On 1 July 2017, an amendment to Book 6 of the Dutch Civil Code entered into force aimed at combating unreasonably long payment terms in commercial relationships, in particular between large enterprises and small and medium-sized enterprises (SMEs). Under this regime, large companies acting as debtors were prohibited from agreeing payment terms exceeding 60 days when contracting with SMEs as suppliers and creditors. The legislation contained an explicit review clause.
During the parliamentary debate, various stakeholders expressed concern that the statutory maximum of 60 days might in practice become the default (“magnet effect”), thereby undermining the statutory principle that invoices should generally be paid within 30 days. In practice, the statutory framework allowed considerable contractual freedom, and longer payment terms became widespread, with the 30-day period increasingly functioning as an exception rather than the norm.
The general rule of payment within 30 days was laid down in Article 6:119a(2) of the Dutch Civil Code. Parties were allowed to deviate from this rule contractually. Article 6:119a(6) permitted large enterprises to agree payment terms of up to 60 days with SME suppliers. This flexibility, originally intended to accommodate occasional complex commercial situations, contributed to the erosion of the 30-day principle in everyday commercial practice.
The 2022 amendment – mandatory 30-day payment term
In response to persistent late-payment behavior and following evaluation of the 2017 Act, the Dutch legislature adopted a new amendment removing the possibility for large enterprises to agree longer payment terms with SMEs.
Under the amended legislation, large enterprises may no longer agree payment terms exceeding 30 days in commercial relationships where they act as customers and the SME acts as supplier and creditor. Any contractual clause providing for a payment term longer than 30 days is void, and a 30-day payment term applies by operation of law.
A “large enterprise” is defined as an undertaking with an annual turnover exceeding EUR 40 million and at least 250 employees. The rules apply irrespective of the parties’ bargaining power in the individual contractual relationship.
If payment is made after the statutory 30-day period, statutory commercial interest becomes due automatically for the period exceeding 30 days. Pursuant to Article 3:307(1) of the Dutch Civil Code, claims for statutory interest may be enforced for up to five years after the claim has become due. This allows SME suppliers to claim interest even after termination of the commercial relationship, provided the statutory limitation period has not expired.
Entry into force and transitional regime
The bill was adopted by the Lower House of Parliament on 15 March 2022 and by the Upper House on 29 March 2022. By Royal Decree of 3 May 2022, the amendment entered into force on 1 July 2022.
For contracts concluded before that date containing payment terms exceeding 30 days, a transitional period of one year applied. Such contracts had to be amended no later than 1 July 2023 in order to comply with the new statutory regime.
Large enterprises were therefore required to adapt their internal organisation at short notice, including invoice processing, approval workflows and treasury functions, to ensure timely payment within the statutory period.
Developments since entry into force
Since the introduction of the mandatory 30-day payment term, compliance among large enterprises has increased, although enforcement remains primarily private in nature. SMEs have become more active in asserting their rights, particularly by claiming statutory interest for late payment.
Dutch courts have consistently confirmed that the statutory 30-day term applies automatically where longer payment terms have been agreed. Case law since 2023 confirms that failure to amend pre-existing contracts in time does not prevent the statutory regime from applying to invoices falling due after 1 July 2022. Courts have also upheld claims for statutory interest where large enterprises continued to apply legacy payment practices inconsistent with the amended Civil Code.
While the Authority for Consumers and Markets (ACM) does not directly supervise compliance with civil payment term rules, it has repeatedly highlighted timely payment as an important element of fair competition and market functioning. In policy statements and sector analyses published since 2023, the ACM has linked prompt payment behavior to broader objectives of safeguarding SMEs’ market position and preventing unfair commercial practices.
Interaction with other regulatory frameworks
The statutory tightening of payment terms aligns with other developments in Dutch and EU law aimed at protecting weaker parties in the supply chain. In particular, the Unfair Trade Practices in Agriculture and Food Supply Chain Act, which entered into force in 2021, addresses late payment practices in specific B2B relationships and provides an additional enforcement mechanism through public supervision by the ACM.
As a result, certain suppliers, particularly in the agri-food sector, may have parallel remedies available: a civil law claim for statutory interest under the Civil Code and, where applicable, a complaint or enforcement procedure under the unfair trading practices regime.
Practical implications
Large enterprises are expected to have embedded the 30-day payment rule in their standard contracting practices and operational processes. Continued attention is required to ensure compliance, particularly in long-term or framework agreements and in cross-border supply relationships.
For SMEs, the amended legislation has strengthened their legal position and provided a clearer basis for enforcing timely payment and claiming statutory interest. The possibility of retroactive interest claims within the statutory limitation period remains a relevant leverage point in negotiations and dispute resolution.
Conclusion
The reduction of the maximum permissible payment term from 60 to 30 days represents a significant recalibration of Dutch contract law in favor of SMEs. Since its entry into force, the amended regime has been reinforced by judicial practice and fits within a broader regulatory trend aimed at promoting fair, balanced and sustainable commercial relationships. Timely payment has become a core legal obligation rather than a matter of negotiation, and this is expected to remain a central feature of Dutch B2B law going forward.
Article published by Leeway (The Netherlands)
