You delivered but the invoice remains unpaid. Retention of title may protect you if validly agreed and applicable to the goods concerned. Do not begin by emptying a warehouse yourself. Gather contract, terms, delivery details and current information about the customer. A business lawyer can assess your entitlement where goods disappear, a trustee disputes your right or several parties claim the same stock. This guide concerns commercial goods supply under Dutch law; it does not cover complete bankruptcy administration or an international ownership chain.
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1. Find the clause applicable to the supply
Ondernemersplein explains that retention of title may appear in general terms or the supply agreement. Check the document belonging to the specific order, not only today's website. Keep the quotation, order confirmation, signed agreement and information about making terms available. A clause sent only after delivery raises different questions from one agreed beforehand.
Read precisely which payments and goods it covers. Broad commercial expectations do not replace the permitted legal scope. Assess the wording and record paid or credited invoices. Stock records must correspond with contractual documents. A standard sentence on a reminder does not establish that every item on the customer's premises remains yours.
2. Identify supplied goods as specifically as possible
List product, quantity, serial number, delivery date and delivery evidence. Add photographs or other identification lawfully available to you. Generic descriptions such as tools or stock make it difficult to check the items meant. Ask who knows their present location and which parts may have been used, processed or resold.
Those changes require separate legal assessment. An initially identifiable product may now form part of something else or be with a third party. Do not assume without investigation that your original entitlement remains identical. Keep information about processing and resale even where unfavourable. It helps establish the actual ownership issue and other possible remaining claim.
3. Establish the outstanding amount
Set payments, credit notes and returns alongside the delivery list. A customer's balance may include several transactions not all covered by the same clause. Assess how payments and retention relate. Without reading the wording, part-payment does not mean arbitrarily selected goods may be collected or have definitively been released.
Ask your bookkeeper to reconstruct figures and your lawyer to determine their legal consequences. Record defect disputes or agreed price reductions separately. Ownership and quality complaints may coexist. Invoice errors must also remain identifiable so a return request does not silently start from an incorrect debt.
4. Request return through the correct person and route
Identify the goods reclaimed and documents supporting entitlement. Request practical arrangements for inventory, preservation and possible surrender. Record who responds for the customer. If refused, assess the appropriate measure. Your brand or packaging does not independently authorise entering business premises or removing goods without consultation.
Also discuss consequences of repossession for the sales contract and claimed balance. Recovering the product while continuing to claim its full price cannot simply be assumed without a legal basis. Ask how depreciation, transport and any further claim are treated. Do not leave arrangements solely to a driver where the legal position itself is disputed.
5. Notify the trustee after bankruptcy
If the customer is bankrupt, verify the trustee and contact details through the official notice. Ondernemersplein recommends written notification identifying the goods. Provide the clause and identification, retaining evidence of your message. Saying money is still owed is not always a sufficiently specific invocation of retention of title.
Ask whether the trustee recognises entitlement and what information is missing. Record responses concerning preservation, use and possible collection dates. Have disagreement assessed promptly, especially if a stock sale is being prepared. Submitting a claim and reclaiming goods are different steps. Keep both the financial overview and separate ownership file available to your adviser.
6. Consider cooling-off periods and other rights
A cooling-off period may temporarily restrict exercising rights, including over goods supplied under retention of title. Official guidance describes an initial maximum of two months, possibly extended by up to two months. Check the actual order and its application to your action. Agreed retention of title does not itself remove these procedural restrictions.
Ondernemersplein also describes requesting return during cooling-off through the supervisory judge. Examine grounds and urgency rather than ignoring the period yourself. Other rights, including tax claims over certain assets on the debtor's premises, may also matter. This does not automatically mean every item is lost. Ask specifically which goods, location and legal basis are meant.
7. Fictional example: identical boxes and mixed stock
A wholesaler supplies components to a customer later declared bankrupt. Citing its terms, it wants every box of the same brand returned. Some are paid, others came from another supplier and some components have been processed. This fictional example determines no product's ownership.
Preparation focuses on the valid clause, supplies and identification for each batch. The trustee and supplier then establish which goods remain and whether cooling-off applies. The lawyer assesses disputed items and consequences for the payment claim. Inventory prevents a general ownership assertion being confused with proof for every warehouse box.
8. Specify the legal engagement and implementation
Bring contracts, payment overview, product list and received messages. Identify the threatened event: processing, resale, collection or destruction. Ask what step is needed now and who contacts customer or trustee. Discuss investigation and surrender costs and record whether the lawyer only advises or also prepares proceedings.
After resolution, keep return confirmation and financial settlement. Identify missing items and outstanding disputes. Check that records and communications reflect the same outcome. Preparation promises neither return nor full payment; it makes ownership assessable and prevents operational collection preceding an unresolved legal question.
Frequently asked questions
Is retention of title on my website sufficient?
Check whether the clause was agreed for the specific supply and terms made available in time. The current website alone does not answer that question.
Can I collect my goods immediately after bankruptcy?
Not automatically. Coordinate with the trustee and check cooling-off, identification and other rights among other matters.
Do all goods bearing my brand remain mine?
Not automatically. Examine the specific supply, payment, processing and third-party transfer before formulating an ownership claim.
Sources
These sources relate to this page. For a specific case, check current rules and your own documents.
- Ondernemersplein — eigendomsvoorbehoud en afkoelingsperiode Accessed: 2026-10-23
- Ondernemersplein — algemene voorwaarden Accessed: 2026-10-23
Legal review
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Editorial team Business law in the Netherlands
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