Title 1

Obligations can only arise if this results from the law.

A creditor and a debtor are obliged to conduct themselves towards each other in accordance with the requirements of reasonableness and fairness…

A natural obligation (natuurlijke verbintenis) is a legally unenforceable obligation.

To natural obligations (natuurlijke verbintenissen), the statutory provisions regarding obligations shall apply mutatis mutandis, unless the law or…

A natural obligation is converted into a legally enforceable one by means of an agreement between the debtor and the creditor.

If a performance is owed by two or more debtors, they are each liable for an equal share, unless it follows from the law, custom, or a juridical act…

If two or more debtors are jointly and severally liable, the creditor has the right to performance for the whole against each of them.

Article 2 shall apply mutatis mutandis to the legal relationships between the joint and several debtors among themselves.

Each jointly and severally liable debtor is authorised to accept, on behalf of the other debtors, an offer to waive the right of action for no…

Joint and several debtors are, each for the portion of the debt that concerns him in their internal relationship, obliged to contribute to the debt…

A co-debtor who is called upon to contribute pursuant to the previous article may also invoke against the joint and several debtor who demands the…

If the debt is discharged at the expense of a joint and several debtor for more than the portion that concerns him, the rights of the creditor…

If recovery from a joint and several debtor for a claim as referred to in Articles 10 and 12 proves impossible in whole or in part, the part that has…

Renunciation by the creditor of his right of action against a solidary debtor does not release the latter from his obligation to contribute. The…

If a performance is due to two or more creditors, each of them shall have a right to claim for an equal share, unless it follows from the law, custom…

When it has been agreed with the debtor that two or more persons as creditors may claim the performance from him in its entirety, such that…

An obligation is alternative when the debtor is bound to perform one of two or more different performances at the choice of himself, of the creditor…

An alternative obligation becomes a simple obligation upon the exercise of the choice by the person authorised to do so.

When the choice belongs to one of the parties, the power to choose passes to the other party if the latter has set a reasonable period for its…

The impossibility to perform one or more of the obligations shall not prejudice the power to choose.

An obligation is conditional when, by means of a juridical act, its effect is made dependent on a future uncertain event.

A suspensive condition causes the operation of the obligation to commence only upon the occurrence of the event; a resolutive condition causes the…

Where the party who had an interest in the non-fulfillment has prevented the fulfillment, the condition shall be deemed to have been fulfilled if…

After a resolutive condition has been fulfilled, the creditor is obliged to undo the performances already rendered, unless the contrary ensues from…

If a performance due under an obligation subject to a suspensive condition has been rendered prior to the fulfillment of the condition, then…

The provisions concerning unconditional obligations shall apply to conditional obligations, insofar as the conditional nature of the obligation…

A person who is required to deliver an individually determined thing is obliged, pending delivery, to take care of this thing in the manner in which…

If the due thing or things are determined only by type and a difference in quality exists within the indicated type, that which the debtor delivers…

The debtor is not authorised to satisfy the amount due in instalments without the consent of the creditor.

An obligation may be performed by a person other than the debtor, unless its content or nature precludes such performance.

Payment to an incapacitated creditor discharges the debtor to the extent that the payment has been of actual benefit to the incapacitated person or…

Payment to a person other than the creditor or other than the person who is authorised to receive it with him or in his place, discharges the debtor…

If the payment was made in defiance of an attachment or while the creditor was unauthorised to receive it due to a limited right, a protective trust…

A debtor who has paid to a person who was not authorised to receive the payment may assert against the person to whom the payment should have been…

If, in the event of payment by a third party, the requirements of one of the paragraphs of the preceding article have been met in respect of him, he…

In the cases referred to in the two preceding articles, the true entitled party has a right of recourse against the person who has received the…

The debtor is authorised to suspend the performance of his obligation if he has reasonable grounds to doubt to whom the payment must be made.

If no time for performance has been determined, the obligation may be performed immediately and performance may be demanded immediately.

If a time has been determined for performance, it is presumed that this merely prevents earlier performance from being demanded.

The debtor may no longer invoke the time stipulation:

If no place for performance has been determined, the delivery of a due thing must take place:

A person who, in performance of an obligation, has delivered an object which he was not authorised to dispose of, may claim that it be handed over to…

If a debtor makes a payment that could be imputed to two or more obligations towards the same creditor, the imputation shall be made to the…

Payment of a sum of money to be applied to a particular obligation shall be applied first to the costs, subsequently to the interest due, and finally…

Only with the consent of the creditor may a debtor discharge himself from his obligation by means of a performance other than that which is due, even…

When the creditor accepts a cheque, postal cheque, transfer order or any other paper offered to him by way of payment, it is presumed that this…

The costs of payment shall be borne by the person who performs the obligation.

The creditor is obliged to issue a receipt for every payment, unless otherwise results from agreement, custom or equity.

Upon satisfaction of a claim to bearer or to order, the debtor may demand that a discharge be endorsed on the instrument and that the instrument be…

If similar performances must be rendered at consecutive points in time, the receipts for two consecutive installments raise the presumption that the…

When it follows from the law that a person is obliged to provide security or that the provision of security is a condition for the occurrence of any…

A debtor who has an enforceable claim against his creditor is authorised to suspend the performance of his obligation until satisfaction of his claim…

A right of suspension (opschortingsrecht) may also be invoked against the creditors of the other party.

No right of suspension exists:

As soon as security has been provided for the performance of the obligation of the other party, the power to suspend performance shall lapse, unless…

A right to suspend performance remains in force even after the prescription of the right of action against the other party.

If a power to suspend performance satisfies the description of the right of retention (retentierecht) in Article 290 of Book 3, the provisions of the…

The creditor enters into default (schuldeisersverzuim) when performance of the obligation is prevented because he fails to provide the necessary…

The creditor also enters into default if, as a consequence of circumstances attributable to him, he fails to comply with an obligation on his part…

If the creditor is in default, the court may, upon a claim by the debtor, determine that the latter shall be discharged from his obligation, whether…

Default of the creditor brings an end to the default of the debtor.

During the default of the creditor, the latter is not authorised to take measures for enforcement.

The debtor is entitled, within the limits of reasonableness, to reimbursement of the costs incurred in connection with an offer or a deposit…

If, during the creditor's default, a circumstance arises which renders proper performance wholly or partially impossible, such circumstance shall not…

When, in the case of an obligation to deliver generic goods, the debtor has designated specific goods corresponding to the obligation for delivery…

If the obligation extends to the payment of a sum of money or the delivery of a thing, the debtor is authorised, in the event of default of the…

The deposit of a sum of money shall be effected by consignment in accordance with the law, and that of a thing to be delivered by giving it into…

During the custody, no interest shall accrue on a sum of money placed in custody at the expense of the debtor.

During the custody, the creditor may only purge his default by accepting that which has been placed in custody.

The custodian may only deliver the object to the creditor if the latter pays him all costs of the custody. After delivery, he is obliged to reimburse…

The right of action against the debtor shall prescribe no later than the right of action for the delivery of that which has been placed in custody.

In the event of joint and several liability, the legal consequences of the creditor's default apply towards each of the debtors.

If the creditor refuses an offer from a third party, Articles 60, 62, 63 and 66-70 shall apply mutatis mutandis for the benefit of the third party…

Every failure in the performance of an obligation obliges the debtor to compensate the damage suffered by the creditor as a result thereof, unless…

A failure in performance cannot be attributed to the debtor if it is not due to his fault, nor for his account pursuant to law, a juridical act or…

If the debtor, in the performance of an obligation, makes use of the assistance of other persons, he is liable for their conduct in the same manner…

If, in the performance of an obligation, use is made of a thing which is unfit for that purpose, any non-performance resulting therefrom shall be…

If a failure in performance cannot be attributed to the debtor, but he enjoys a benefit in connection with that failure which he would not have had…

If a creditor, whose debtor is prevented from performing due to a cause which cannot be attributed to him, is nevertheless able to obtain that which…

The consequences of non-performance already take effect before the claim becomes exigible:

The debtor is in default (verzuim) during the period that performance is not forthcoming after it has become exigible and the requirements of…

Default occurs when the debtor is given notice of default by means of a written demand stipulating a reasonable period for performance, and…

Default occurs without a notice of default:

Any impossibility of performance, arising during the default of the debtor and not attributable to the creditor, shall be attributed to the debtor…

The debtor is only obliged to pay compensation for damages due to delay in performance for the period during which he has been in default.

The creditor may refuse an offer of performance made after the occurrence of default, as long as such offer is not accompanied by the payment of the…

Insofar as performance is not already permanently impossible, the obligation is converted into one for substitute damages when the debtor is in…

The debtor who has failed in the performance of his obligation may set a reasonable period for the creditor within which the latter must communicate…

The creditor can no longer invoke a defect in the performance if he has not protested to the debtor in respect thereof within a reasonable time after…

In the event of an impediment to the delivery of a thing which is subject to rapid decay or deterioration, or of which for any other reason the…

A penalty clause (boetebeding) is defined as any clause providing that the debtor, should he fail in the performance of his obligation, is bound to…

The creditor may not claim performance of both the penalty clause and the obligation to which the penalty clause is attached.

For claiming performance of the penalty clause, a notice of default or another prior statement is required in the same cases as it is required for…

At the request of the debtor, the court may, if equity manifestly so requires, mitigate the stipulated penalty, provided that it cannot award the…

The damage that must be compensated pursuant to a legal obligation to pay damages consists of pecuniary loss and other disadvantage, the latter to…

Pecuniary loss comprises both loss sustained and profit deprived.

The court shall assess the damage in the manner which is most consistent with its nature. If the extent of the damage cannot be determined precisely…

Only damage that is related to the event on which the liability of the debtor is based in such a fashion that the damage, also taking into account…

If the damage may have resulted from two or more events for each of which a different person is liable, and it is established that the damage has…

If the same event has resulted in an advantage for the injured party in addition to damage, then this advantage must, insofar as this is reasonable…

When the damage is partly a consequence of a circumstance which can be attributed to the injured party, the obligation to pay damages is reduced by…

If two or more persons are each under an obligation to compensate for the same damage, they are jointly and severally liable. For the determination…

Damages shall be paid in money. Nevertheless, the court may, upon the claim of the injured party, award damages in a form other than the payment of a…

If a person who is liable towards another on the basis of a tortious act or a failure in the performance of an obligation has enjoyed a profit by…

The assessment of damage that has not yet occurred may be postponed by the court in whole or in part, or may be carried out in advance after weighing…

For loss that does not consist of pecuniary loss, the injured party has the right to compensation to be determined in accordance with the principles…

If a person sustains physical or mental injury as a result of an event for which another person is liable, that other person is, in addition to…

If a person sustains physical or mental injury as a result of an event for which another is liable, the court, in determining the compensation to…

If a person dies as a consequence of an event for which another person is liable towards him, that other person is obliged to provide compensation…

If the award of full compensation would lead to clearly unacceptable consequences in the given circumstances, including the nature of the liability…

In order to ensure that the liability that may arise in respect of damage does not exceed that which can reasonably be covered by insurance, amounts…

An obligation to pay a sum of money must be performed according to its nominal value, unless the law, custom, or a legal act provides otherwise.

The money paid in satisfaction of the obligation must, at the time of payment, be current in the country in whose currency the payment is made.

If in a country where the payment must or may be made there exists an account in the name of the creditor intended for non-cash payment (girale…

The place where payment must be made is determined by Articles 116-118, unless it follows from the law, custom, or a juridical act that payment must…

Payment must be made at the domicile of the creditor at the time of payment.

If, in accordance with Article 116, payment must be made at a place other than the domicile of the creditor at the time the obligation arose and…

If the obligation has arisen in the exercise of the business or professional activities of the creditor, the place of establishment where those…

The damages, payable on account of delay in the payment of a sum of money, consist of the statutory interest on that sum over the period during which…

The damages, payable on account of delay in the payment of a sum of money, consist in the case of a commercial agreement in the statutory interest of…

The compensation for damages, owed by a public authority (overheidsinstantie) due to delay in the payment of a sum of money, consists, in the case of…

The statutory interest referred to in Article 119 shall be established by order in council. Statutory interest running at the time of the entry into…

If an obligation extends to the payment of money other than that of the country where the payment must be made, the debtor is authorised to satisfy…

If an obligation extends to the payment of money other than that of the country where the payment must be made and the debtor is unable or claims to…

In the event that a legal action is brought in the Netherlands to obtain a sum of money expressed in foreign currency, the creditor may claim an…

If the obligation is satisfied in currency other than that in which it is payable, as a result of the application of Articles 121, 122, or 123, or…

Article 119 is without prejudice to the right of the creditor to compensation for the damage he has suffered because, after the occurrence of the…

For the purposes of this Section, the exchange rate shall be the rate at which the creditor can obtain the money without delay, taking into account…

When a debtor who has the power to set off declares to his creditor that he sets off his debt against a claim, both obligations are extinguished up…

The creditor of a claim to bearer or to order shall effect set-off by endorsing his statement of set-off on the instrument and delivering it to the…

The set-off shall have retroactive effect to the time at which the power to set off arose.

If a claim has passed under particular title, the debtor is authorized, notwithstanding the transfer, to also set off a counterclaim against the…

The power to set off does not terminate by the prescription of the right of action.

If a set-off declaration is issued by a person authorised to do so, the counterparty who had grounds to refuse performance of its obligation may…

After one party has issued a declaration of set-off, the other party may, provided it is done without delay, deprive that declaration of its effect…

The debtor under a reciprocal agreement, who is entitled to set-off, may deprive the declaration of his counterparty, aimed at the dissolution of the…

A debtor is not entitled to set-off:

The court may grant a claim despite the defendant's reliance on set-off, if the merits of this defence cannot be established in a simple manner and…

To the extent that a declaration of set-off does not sufficiently indicate which obligations are included in the set-off, the order of imputation…

The circumstance that the place of performance of the obligations is not the same does not exclude set-off. He who sets off is, in this case, obliged…

The surety and the person whose property is encumbered for the debt of another may invoke the suspension of their liability to the extent that the…

If, pursuant to law, custom, or a juridical act, monetary claims and monetary debts between two parties must be included in a single account, they…

If an obligation is extinguished in whole or in part by set-off, paragraphs 1 and 2 of Article 48 shall apply mutatis mutandis.