A customer fails to pay or a supplier delivers defective goods. You want to stop your own performance. Suspension may under conditions provide a way to await performance, but excessive or unjustified withholding can itself cause a dispute. Start with obligations due, the agreement and the specific failure. A business lawyer can assess what you may withhold and the letter needed when operations may halt or urgent proceedings arise. This guide concerns business contracts under Dutch law; it gives no general permission to set contracts aside unilaterally.
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1. Describe the performance you want to stop
Set your obligation alongside the other party's performance. Is it payment, delivery, access or surrender of an item? Record amount, date and contracting party. Identify completed and outstanding parts. A general complaint about poor cooperation is insufficient to choose the correct legal tool.
Collect the agreement, order confirmation, terms and amendments. Record the obligation allegedly unperformed and your supporting grounds. An invoice not yet payable differs from an overdue debt. Give your lawyer correspondence agreeing postponement or repair too. That may have affected the order of performance.
2. Examine connection and the correct statutory route
Article 6:52 of the Dutch Civil Code links suspension, among other things, to a due claim and sufficient connection between claim and your obligation. Assessment is specific. A Supreme Court judgment on this connection shows the factual relationship matters. Two businesses knowing each other does not make every obligation part of the same dispute.
For reciprocal contracts, Article 6:262 may also matter. Ask which scheme fits your situation and what conditions need examination. A customer may cite a minor issue in an earlier assignment while you request payment for different performance. Assess the contractual connection rather than immediately blocking all mutual performance.
3. Assess proportionality between extent and failure
With partial or defective performance, the extent of suspension must be justified by the failure. The Hague District Court discusses this proportionality in a payment dispute. A limited repair item therefore does not automatically answer whether the whole purchase price may be withheld. Ask what performance is specifically necessary and defensible as leverage.
List disputed value, possible repair and undisputed amounts. Support figures with quotations, reports or agreements. Keep estimates recognisable as estimates. Also assess the effects of withholding on both businesses. Operational standstill does not automatically justify your suspension but may matter for risk and urgency.
4. Check terms and previous arrangements
Look in the applicable terms for provisions on suspension, complaints and payment. Check whether those terms were actually agreed and special arrangements prevail. A clause's wording may matter. A general prohibition in one document and a later agreed withholding in an email require reading together, not merely choosing the favourable sentence.
Record arrangements made after the problem: a repair visit, part-payment, extra security or new delivery date. A temporary commercial solution need not waive rights, but documents must support that. Show your adviser unfavourable messages too. Without context, a letter may wrongly assume an obligation since arranged differently.
5. State your position clearly and preserve evidence
Describe professionally which obligation you suspend, for what specific failure and pending which action by the other party. Have wording legally checked where interests are substantial. An angry announcement that nothing further will happen may leave unclear whether you suspend, give notice or terminate for breach. Those actions have different consequences.
Keep the letter, attachments and receipt details. Identify the information or solution needed and how contact remains possible. A reasonable practical invitation to investigate is not acknowledgement of the entire counterclaim. Ask your lawyer what reservations are needed. Ensure staff and accounts follow the same agreed approach without making contradictory promises meanwhile.
6. Distinguish anticipated problems from existing arrears
Sometimes you must supply first but receive indications the other party will not perform its later obligation. Article 6:263 of the Dutch Civil Code provides a separate framework. The Hague District Court discusses how even under such uncertainty intervention must be proportionate. A rumour of financial problems does not itself prove every delivery may be stopped.
Collect specific indications and dates: a liquidity statement, refused payment or request for different credit. Ask what security was offered and what the contract provides. Have the lawyer assess the specific basis before scheduled performance is withheld. This guide does not equate a general turnover decline or particular number of reminders with sufficient grounds for suspension.
7. Fictional example: one defective delivery, five outstanding invoices
A purchaser receives five deliveries and reports a defect in one. They withhold all invoices and request compensation not yet calculated. The supplier in turn threatens to stop all subsequent orders. This fictional example judges neither goods quality nor any specific payment obligation.
First separate deliveries, contracts and complaints. Then examine connection and proportionate extent. The parties may discuss a temporary arrangement paying the undisputed part while investigation continues. Such an arrangement must specify what remains open. It does not itself establish every earlier suspension was valid or guarantee unlimited future supply.
8. Prepare advice and a possible urgent dispute
Bring a timeline, contractual documents and an overview of withheld performance. Identify the next delivery date, payment deadline or procedural date received. Ask what must happen immediately to prevent further harm or an unclear position. A lawyer can assess legal grounds; a technical expert may be needed to establish an alleged defect.
Agree who contacts the other party and when the measure is reviewed. Suspension is no reason to leave a file unattended indefinitely. Preserve necessary evidence and have new proposals assessed substantively. Preparation guarantees no right to refuse payment or delivery; it makes the chosen action assessable and remaining risk visible.
Frequently asked questions
Is suspension the same as termination for breach?
No. Suspension concerns temporary non-performance; termination for breach has a different purpose and its own conditions. Establish the action needed.
May I withhold the entire invoice for any defect?
That does not follow. Connection and an extent justified by the failure require specific assessment.
May I stop because I fear the customer will not pay?
Article 6:263 of the Dutch Civil Code may apply, but specific circumstances and the agreement need examination. Suspicion alone gives no blanket permission.
Sources
These sources relate to this page. For a specific case, check current rules and your own documents.
- Hoge Raad — ECLI:NL:HR:2013:BZ8362 Accessed: 2026-10-23
- Rechtbank Den Haag — ECLI:NL:RBDHA:2024:5456 Accessed: 2026-10-23
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