Whether you are buying a car, ordering a laptop, or selling a second-hand bicycle – almost everyone enters into sales contracts on a daily basis. But what if the product turns out to be defective, the seller refuses to cooperate, or you complain too late? The rules in the Dutch Civil Code are often less self-evident than they appear.
In this article, I explain in accessible language what the law states regarding sales, consumer sales, non-conformity, and the duty to complain, illustrated with examples from recent case law.
What Exactly is a Sales Contract?
A sales contract arises as soon as one party promises to give something – for example, a product – and the other promises to pay money for it. This sounds simple, but many rules are involved.
The law (Article 7:1 of the Dutch Civil Code, hereinafter DCC) states that it concerns “the agreement whereby one party commits to give an item and the other to pay a price in money for it.”
This “item” can be a car, a house, a dog, or even standard software.
Important: even if you exchange something or purchase via a webshop, this falls under sales law.
What Makes a Consumer Sale Different?
In a consumer sale, a private individual (the consumer) buys something from a professional seller (such as a shop or webshop).
Because consumers usually possess less knowledge and power than sellers, the law offers additional protection.
Examples of this protection:
- The seller must deliver what has been agreed: the product must function properly and meet expectations.
- Even if the seller was unaware of a defect, they generally remain liable.
- If a defect comes to light within one year of delivery, it is presumed to have been present from the beginning. The seller must then prove otherwise.
Example:
You buy a new electric bicycle. After eight months, the motor begins to falter. The seller claims it is “normal wear and tear,” but because it occurred within a year of purchase, they must prove that it is not their fault.
Non-Conformity: When the Product Does Not Meet the Agreement
The core of the sales contract is that the delivered product must “conform to the agreement” (Article 7:17 DCC). This is called conformity.
A product is non-conforming if:
- it does not work as promised;
- it does not possess the properties the buyer was entitled to expect;
- or it is not suitable for normal use.
Practical Examples:
- A new washing machine that does not spin.
- A second-hand car with an odometer reading that has been rolled back.
- A laptop that spontaneously shuts down after two weeks.
In all these cases, the seller is obliged to resolve the problem – usually through repair or replacement. Only if that fails or takes too long, may you dissolve (rescind) the purchase or request a partial refund.
The Duty to Complain: Timely Notification is Crucial
The law is strict: those who complain too late lose their rights. This is stipulated in Article 7:23 DCC.
But what does “on time” mean?
The Supreme Court (Hoge Raad) has determined that the buyer must complain within a “reasonable time” after discovering the defect. For consumers, a fixed guideline applies: two months is always on time.
Example:
You buy a smartphone online. After five weeks, you notice the battery is not charging. If you email the seller within two months of that moment, you are on time. If you wait six months, the seller can argue that you are too late – and all your rights will lapse.
This is not merely annoying, but fatal: complaining too late means you can demand no repair, no refund, and even no compensation (HR 17 November 2017, MBS/Prowi).
Repair, Replacement, or Refund: What Can You Demand?
In the event of non-conformity, the buyer has several options:
- Repair or replacement – the seller is first given the opportunity to solve the problem.
- Dissolution – if repair is impossible or futile, you may reverse the purchase.
- Price reduction or compensation – if the product is partially usable, or if you have incurred costs.
In a consumer sale, this order is mandatory: first repair or replacement, only then dissolution.
Digital Products and New Rules
More and more products contain software: from smart refrigerators to cars with built-in apps. The law has been adapted to this.
Goods with digital elements nowadays fall under consumer sales (Article 7:5 paragraph 1 DCC), but purely digital services – such as Netflix or an e-book download – have their own rules.
Case law, such as the European judgment Dieselgate (CJEU 14 July 2022), shows that software problems can also lead to non-conformity.
Why This Matters
The sales contract seems simple but is full of pitfalls. Consumers have more rights than they think – but those rights only apply if they act correctly and on time.
Sellers, in turn, are entitled to clarity: they should not be confronted with old complaints years later.
The art is therefore to maintain the balance between protection and legal certainty.
Summary
- The sales contract is more than a handshake: it is a legally binding agreement.
- Consumers receive extra protection.
- A product must do what is promised – otherwise, it is non-conforming.
- Complain in a timely manner (within two months) if something is wrong.
- First repair or replacement, only then a refund.
- Digital products increasingly fall under the same rules as physical goods.
Sources and Case Law:
- HR 27 April 2001, Oerlemans/Driessen (ECLI:NL:HR:2001:AB1338)
- HR 17 November 2017, MBS/Prowi (ECLI:NL:HR:2017:2902)
- CJEU 4 June 2015, Faber (ECLI:EU:C:2015:357)
- CJEU 14 July 2022, Dieselgate (ECLI:EU:C:2022:572)
- Directive (EU) 2019/771 on the sale of goods
- Book 7 DCC, Title 1 – Sale and consumer sale
