BILL ON THE AMENDMENT BOOK 6 OF THE DUTCH CIVIL CODE RELATING TO THE SHORTENING OF THE STATUTORY PAYMENT TERM TO 30 DAYS
On 16 March 2021, a bill to amend Section 6:119a (6) of the Dutch Civil Code ("DCC") in connection with shortening the statutory payment term to 30 days was submitted to the House of Representatives. The bill sets out that large companies are not allowed to agree on payment terms of longer than 30 days with SMEs (including small independent businesses). It only applies to the situation where a large company acts as a customer and the SME acts as a supplier and creditor of the large company.
The background of the bill is that SMEs are often in a dependent position vis-à-vis large companies and for that reason have a weaker negotiating position. SMEs often agree to a payment term that is more extensive than they actually want while, at the same time, they have to ensure that there is sufficient liquidity. This situation puts their financial position under pressure. The economic situation caused by the COVID-19 pandemic has made the dependent position of SMEs visible (for more legal news about the coronavirus, see the coronablog). Shortening the maximum statutory payment term from 60 days to 30 days is intended to provide better protection for SMEs.
This bill only applies to large companies that have concluded an agreement with an SME that acts in the capacity as a supplier and creditor of the large company. In this bill, 'SME' includes (as also set out in the current legislation) medium-sized, small and micro-companies. In making the aforementioned distinction between SMEs and large companies, the current Section 6:119a (6) of the DCC is in line with the annual accounts legislation as set out in Sections 2:395a up to and including 2:398 of the DCC.
The bill provides that if parties agree on a payment term of longer than 30 days, the agreed payment term is null and void. In that case, a payment term of 30 days will apply by operation of law. Aforementioned ground for nullity will be provided for in the already existing Section 6:119a (6) of the DCC. If a large company pays an invoice submitted by an SME after more than 30 days, it will owe statutory commercial interest (in Dutch: handelsrente) over the period exceeding 30 days by operation of law.
For more information, please be referred to the explanatory memorandum of the bill (in Dutch)