Vordering in Dutch law: claims explained

A vordering in Dutch law is a claim: the enforceable right of one party, the creditor (schuldeiser), to demand a performance from another party, the debtor (schuldenaar). The performance may be the payment of a sum of money, the delivery of goods, the carrying out of an act, or refraining from an act. A claim only exists where an obligation exists, and under Dutch law an obligation can arise only from a source that the law recognises, principally a contract, a wrongful act, or a rule of statute.

What a vordering is, and what it is not

Creditor and debtor: what a vordering means in Dutch law

A claim is one side of a legal relationship. Book 6 of the Dutch Civil Code (Burgerlijk Wetboek) calls that relationship a verbintenis, an obligation. Seen from the debtor's side it is a debt (schuld); seen from the creditor's side it is a claim (vordering). The two are the same relationship described from opposite ends, which is why a defence that destroys the obligation destroys the claim with it.That has a practical consequence that people often miss. A vordering is also an asset. Dutch law treats a claim as a property right, which means it can be sold and assigned, pledged as security, attached by the creditor's own creditors, and included in an estate on bankruptcy or death. A business with a portfolio of receivables owns something that can be financed, and a business whose customer becomes insolvent owns something that has lost most of its value overnight.It also explains what a vordering is not. It is not an invoice. An invoice is evidence of a claim and a request for payment; the claim exists because goods were delivered or a service performed under a contract, not because a document was issued. Nor is a claim the same as a demand: sending a letter does not create a right, and a party who has no legal basis has no claim however firmly it writes. Our related article on what a claim is approaches the same subject from the perspective of the creditor pursuing payment.

The three elements every claim must have

The elements of a valid claim under Dutch law

A claim that will survive scrutiny has three components, and the weakest of the three decides the outcome of the dispute.The first is the parties. There must be an identifiable creditor and an identifiable debtor. That sounds trivial until a claim is brought against the wrong entity in a group of companies, or against a director personally where the contract was concluded with the company, or where the contracting party has since merged or been dissolved. Establishing who owes the obligation, and confirming it against the trade register, is the first step in any file and the one most often skipped.The second is the performance (prestatie). Dutch law requires that the performance is determined or at least determinable. A claim for a specific sum, for the delivery of a described consignment, for completion of the work set out in a specification, or for a defined act to stop is enforceable. A claim to be compensated for inconvenience, without more, is not, because a court cannot give judgment for something that has not been defined.The third is the legal basis (rechtsgrond). Dutch law is closed on this point: obligations arise only where the law says they do. In practice that means one of a limited set of sources.

Contract. An agreement lawfully entered into binds the parties, and the resulting obligations are enforced according to what was agreed and what reasonableness and fairness add to it.
Wrongful act (onrechtmatige daad). Article 6:162 of the Civil Code obliges a person who commits an unlawful act attributable to him to compensate the damage the other party suffers as a result.
Statute. Some obligations follow directly from a rule: maintenance obligations in family law, tax debts, and statutory duties towards employees are examples.
Unjust enrichment and undue payment. A party enriched at another's expense without legal ground must compensate that loss to a reasonable extent, and money paid without any legal ground can be reclaimed as undue payment.
Voluntary intervention (zaakwaarneming). A person who reasonably looks after another's interests without being obliged to do so may recover the costs incurred.

Identifying the correct basis is not an academic exercise. It determines the burden of proof, the limitation period, the measure of damages, and often which court will hear the case.

The main types of claim and why the difference matters

Types of claim under Dutch law and their ranking in insolvency

Dutch practice distinguishes claims first by what is demanded, and then by the security or priority attached to them. Both distinctions have direct financial consequences.By content, the three principal categories are a claim for payment of a sum of money, a claim for performance in kind (nakoming), and a claim for damages (schadevergoeding). A creditor faced with a defaulting counterparty usually has a choice between them, and the choice is strategic. Demanding performance keeps the contract alive and is the right route where the counterparty can still deliver something you actually want. Terminating the contract and claiming damages puts you back, financially, where you would have been had the contract been performed, and is the right route where the relationship has broken down. Dutch law also allows a creditor to suspend its own performance while the other party is in default, and to set off mutual debts, both of which are often more effective than litigation.By ranking, the distinction that decides how much money a creditor actually sees is between secured, preferential and ordinary claims. The table below sets out the categories that matter when the debtor turns out to be insolvent.

Category	What it is	Typical example	Position on insolvency
Secured claim	A claim backed by a right of pledge or mortgage over specific assets.	A bank loan secured by a mortgage over business premises.	Strongest. The secured creditor may in principle enforce its security as if there were no bankruptcy.
Estate debt	A debt incurred by the estate after the bankruptcy order.	The trustee's fees, rent and wages for the period after the order.	Paid out of the estate before all pre-bankruptcy claims.
Preferential claim	A claim to which the law attaches priority.	Tax debts owed to the Belastingdienst and premiums owed to the UWV.	Paid before ordinary creditors, after estate debts.
Ordinary claim	A claim with no security and no statutory priority.	An unpaid supplier invoice or a consultancy fee.	Paid pro rata from whatever remains, which is frequently nothing.
Subordinated claim	A claim that the parties have agreed ranks behind the others.	A shareholder loan subordinated in favour of the bank.	Last in line.

The lesson for suppliers is uncomfortable but simple: an ordinary claim is the weakest position in the queue, and the moment to improve it is when the contract is concluded, not when the customer stops paying. A retention of title clause keeps ownership of goods until they are paid for, a right of pledge over receivables or stock converts an ordinary creditor into a secured one, and a right of retention allows a contractor or repairer to hold on to goods until the bill is settled. The official ranking of creditors on the Dutch government business portal sets out the order in which the trustee distributes the estate.

When a claim becomes enforceable: due date, default and notice

From due date to default: the lifecycle of a claim in the Netherlands

Having a claim and being able to enforce it are two different things. Two thresholds sit between them.The first is that the claim must be due and payable (opeisbaar). Where the parties agreed a payment term, the claim becomes due when that term expires. Where they agreed nothing, it is due immediately, and the statutory payment period applies to invoices between businesses.The second is default (verzuim). Interest, damages for late performance and extrajudicial collection costs generally only start to run once the debtor is in default. Default normally requires a written notice of default (ingebrekestelling) setting a reasonable final period for performance. It arises automatically, without any notice, where a fixed date for performance has passed, where the obligation arises from a wrongful act, where the debtor states that it will not perform, or where performance has become permanently impossible.The notice of default is the single most common procedural failure in Dutch claim files. A creditor who terminates a contract or claims damages for late performance without having put the debtor in default properly can find the entire claim dismissed, not because the debt was not owed but because the step that made the debt enforceable was never taken. Against consumers there is an additional requirement before any collection costs may be charged, in the form of a statutory fourteen-day letter, and our guide to debt collection in the Netherlands sets out how that letter must be drafted.

Proving the claim

Dutch procedural law puts the burden of proof on the party that relies on the legal consequence: the creditor proves the contract and the delivery, the debtor proves payment, prescription or any other defence. In practice, a claim is won or lost on the file rather than on the argument. What is needed is the agreement and any general conditions, with evidence that the conditions were actually provided before or at the time of contracting, the order confirmation, proof of delivery or performance, the invoice with proof of dispatch, and the correspondence in which the debtor did or did not dispute the invoice.Silence has evidential weight. A debtor who receives invoices for months without protest and then disputes the quality of the work faces an obvious question about why nothing was said at the time. Conversely, a creditor who does not respond to a written complaint may find that it has weakened its own position, because a claim in respect of a defective performance can be barred if the debtor is not notified within a reasonable time after the defect was discovered.

Limitation: how long a claim survives

No vordering in Dutch law lasts indefinitely, and limitation (verjaring) destroys more claims than any defence on the merits. The general rule for a claim to performance of a contractual obligation is a period of five years, running from the day after the claim became due and payable. Claims for damages are subject to their own regime: five years from the day after the injured party became aware of both the damage and the person responsible, with an absolute long-stop period of twenty years from the event, extended in specific cases such as personal injury. A consumer buyer's claim under a contract of sale is subject to a shorter period, and where no special rule applies the residual period is twenty years.Limitation can be interrupted. A written demand or a written communication in which the creditor unequivocally reserves its right to performance starts a fresh period running from the following day, as does the commencement of proceedings or an acknowledgement of the debt by the debtor. What does not interrupt limitation is an internal reminder, an unanswered telephone call, or a statement of account sent without any indication that payment is still claimed. Keeping dated copies of every demand is the cheapest protection available. Our article on the statute of limitations in Dutch law works through the periods in detail.A judgment changes the picture. Once a claim has been established by a court, the right to enforce that judgment is subject to a much longer period of twenty years, which can itself be interrupted, so a judgment obtained against a debtor who has nothing today remains useful if the debtor's circumstances improve.

From demand to judgment

A vordering in Dutch law travels from an unpaid demand to money in the account through two phases, and most claims never leave the first.The amicable phase (minnelijk traject) consists of a reminder, a formal demand, and where necessary a notice of default and a payment arrangement. A collection agency may be instructed at this stage, and since the introduction of the Debt Collection Services Quality Act such agencies must be entered in the register of debt collection service providers kept by Justis. What an agency cannot do is compel anything: it has exactly the powers of the creditor who instructed it, which is to say the power to write and to negotiate.The judicial phase (gerechtelijk traject) begins with a writ of summons (dagvaarding) served by a bailiff (gerechtsdeurwaarder), a public official appointed by royal decree. Money claims up to the statutory limit for the subdistrict court, and irrespective of amount all cases about employment, tenancy, consumer credit and consumer sales, are heard by the kantonrechter, where legal representation is not compulsory. Larger and more complex claims go to the district court, where representation by a lawyer is required. If the debtor does not appear, judgment is given in default; if it does, there is an exchange of written statements, usually an oral hearing, and then judgment.

Enforcing the judgment

A judgment gives the creditor an enforceable title (executoriale titel). The bailiff serves the official copy on the debtor together with a demand for payment, and only after that may enforcement follow. From there the bailiff can attach wages or benefits in the hands of the employer or the paying body, attach and empty bank accounts, seize and auction movable property, and register an attachment on immovable property leading to a forced sale. Shares in a company can be attached as well.Against those powers the law sets limits that a creditor should factor into its expectations. A protected minimum income, the beslagvrije voet, must be left to an individual debtor, and it is calculated by the bailiff from official income data. Goods necessary for daily life and the tools a debtor needs to earn a living cannot be seized. There is no imprisonment for inability to pay a debt. Where several creditors are enforcing at once, they share what is collected through a central register, so being first in time matters less than being realistic about what there is to collect.

Transferring, pledging and using a claim as an asset

Because a claim is a property right, it can be moved and encumbered, and businesses do this constantly, often without describing it in those terms.Assignment (cessie) transfers the claim to a new creditor. Dutch law knows two forms. In a public assignment the claim is transferred by deed and the debtor is given notice; from that moment the debtor can only discharge the debt by paying the new creditor. In a silent assignment the transfer is effected by notarial deed or by a private deed registered with the tax authorities, and no notice is given, which is how receivables financing is normally structured: the customer keeps paying the original supplier until the financier chooses to disclose the assignment.A right of pledge over receivables works the same way and is the most common security a Dutch bank takes over a trading business. Here too the pledge may be disclosed or undisclosed, and the undisclosed pledge is refreshed periodically so that newly generated invoices are covered.Two limits are worth knowing. First, a contract may restrict or exclude assignment, and where the clause is worded so as to affect the claim itself rather than merely to create a contractual promise, an assignment in breach of it fails altogether. The Supreme Court has held that such a clause is presumed to have only contractual effect unless its wording shows that the parties intended to make the claim non-transferable, so the precise drafting decides whether a financier acquires anything. Purchasers of receivable portfolios and businesses relying on factoring should read the assignment clause in every material contract before assuming their receivables are bankable.Second, the debtor keeps its defences. An assignee acquires the claim as it stands, including any right of set-off, any dispute about the quality of the performance and any agreement to defer payment. Buying a claim without seeing the underlying file is buying a lawsuit.

Cross-border claims: which law and which court

Where the creditor and the debtor are established in different countries, two questions come before the merits. Which law governs the claim, and which court may hear it.For contractual claims within the European Union, the applicable law is determined by the Rome I Regulation. The parties are in principle free to choose, and where they have not, the regulation designates the law of the country where the party effecting the characteristic performance is habitually resident, which for a sale of goods is the seller and for a service contract the service provider. Claims in tort are governed by the Rome II Regulation, which generally points to the law of the country where the damage occurs.Jurisdiction is governed by the Brussels I bis Regulation, which allows a defendant domiciled in a member state to be sued in the courts of that state and, for contractual claims, in the courts of the place where the goods were delivered or the services were provided. A jurisdiction clause in the contract normally overrides both. Once judgment has been given, it is recognised and enforced throughout the Union without any intermediate declaration of enforceability, which makes a Dutch judgment directly useful against a debtor established elsewhere in Europe.For undisputed cross-border money claims there is a simplified route in the European order for payment procedure, and for smaller claims the European small claims procedure operates largely in writing. Both are cheaper than ordinary proceedings and neither requires a lawyer, although the assessment of which route to use is worth taking advice on before the first letter is sent.

Mistakes that destroy good claims

Most claims that fail were sound when they arose. They were lost afterwards, and usually in one of the following ways.Creditors let the limitation period run while negotiating, on the assumption that talking preserves the claim. It does not; only a written reservation of rights, an acknowledgement or proceedings do that.Creditors terminate a contract or claim damages without a proper notice of default, and then discover in court that the debtor was never formally in default.Creditors rely on general conditions that were never handed over. Under Dutch law a set of standard terms can be annulled if the user did not give the other party a reasonable opportunity to take note of them before or at the time of contracting, and with it go the clauses on interest, costs and limitation of liability.Creditors sue an entity that no longer exists, or the wrong company in a group, and have to start again.Debtors, for their part, damage their position mainly by silence. Ignoring an invoice, a demand, a summons or a bailiff's notice does not slow the process down; it accelerates it, because an undefended claim is granted in default. A debtor who disputes a claim should do so in writing, promptly, with reasons, and should respond to a summons within the period stated in it. A written dispute made at the right moment is often worth more than a defence developed months later.

Frequently asked questions about claims under Dutch law

Two questions come up in almost every conversation about a vordering. The answers below are short; the position in an individual case depends on the contract and the facts.

How long does a vordering last?

Like most legal rights, a vordering doesn’t last forever. It’s subject to a time limit, known in Dutch law as verjaring, or a statute of limitations. For the majority of business and consumer claims you’ll encounter, this period is five years, starting from the date the payment was originally due.

It’s crucial to act before this deadline runs out. Once the five years pass, your legal right to collect the debt can be completely extinguished. However, if you take the matter to court and get a judgment confirming the claim, the clock resets and extends significantly—a court judgment is typically enforceable for 20 years.

Can I sell my vordering?

Yes, you absolutely can. This is a very common practice in the Netherlands called cessie, which is the legal term for assigning or transferring your claim to someone else. Often, businesses will sell their outstanding claims to a specialised debt collection agency.

For this transfer to be legally effective, there’s one key step: the debtor must be officially notified. Once they are formally informed of the cessie, their legal obligation shifts. From that point on, they are required to pay the new creditor, not the original one.

So what’s the difference between a vordering and a factuur (invoice)? Think of it this way: the vordering is the fundamental legal right you have to be paid. The factuur is the piece of paper—the document—that proves and details that right. An invoice is the formal request for payment that stems directly from the underlying vordering.

While nearly every invoice represents a vordering, not all claims start with one. A claim for financial damages after a car accident, for instance, is a vordering that doesn’t involve an invoice at all.

Law & More advises creditors and debtors on claims under Dutch law: assessing whether a claim exists and against whom, drafting notices of default and general conditions that hold up, securing claims through retention of title, pledge or prejudgment attachment, and conducting proceedings before the subdistrict and district courts. If you are owed money, or you have received a demand you believe is unfounded, our lawyers are available to review the file.