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Drafting a guarantee statement involves precisely defining what you vouch for, for how long, under what conditions, and with what consequences if the promise is not met. A good statement clearly describes the guaranteed characteristic or performance and clarifies whether it concerns an independent guarantee or a suretyship. Because a guarantee creates an independent obligation in addition to statutory conformity, precision is important. Below, you can read what belongs in a guarantee statement and what to look out for.
The short answer
- Subject: Clearly describe which characteristic, performance, or outcome you guarantee.
- Duration: specify the warranty period and the start date.
- Conditions: determine when a claim under the warranty is possible and which exceptions apply.
- Consequence: determine what the warranty covers, such as repair, replacement, or compensation.
- Nature: clarify whether it is an independent guarantee or suretyship within the meaning of Article 7:850 of the Dutch Civil Code.
Drafting a warranty statement: why precision counts
Drafting a guarantee statement requires accuracy, as you are committing to a specific outcome. If you promise too much or formulate it too broadly, you may be held liable for something you did not intend. If you promise too little, the guarantee offers little value to the beneficiary. The key, therefore, is a clear delineation: what you do and do not guarantee. This delineation determines the scope of your obligation and prevents disputes afterwards.
What must be included?
When drafting, include at least the following components:
- Parties: who provides the guarantee and who is the beneficiary.
- Subject Matter: the precisely described property, performance, or outcome that you guarantee.
- Term: the duration of the warranty and the effective date.
- Conditions and exclusions: for example, exclusion in case of improper use or faulty maintenance.
- Legal effect: repair, replacement, reimbursement or compensation.
- Procedure: how and within what timeframe the beneficiary invokes the guarantee.
State where necessary that the warranty applies in addition to, and does not limit, the statutory conformity of Article 7:17 of the Dutch Civil Code. For consumers, this is not a free choice: their statutory rights may not be affected by the warranty.
Independent guarantee or surety?
If you assume responsibility for another's obligation, the declaration must clearly state the type of obligation you are entering into. In the case of suretyship within the meaning of Article 7:850 of the Dutch Civil Code, you can only be held liable to the extent that the principal debtor owes something, and you may invoke the latter's defenses. With an independent guarantee, you are separate from the underlying relationship and must perform as soon as the guarantee conditions have been met.
This distinction is decisive for your risk. Anyone who unknowingly signs an independent guarantee when they intended to provide suretyship loses the ability to rely on disputes in the underlying relationship. Therefore, explicitly state the nature of the declaration and leave no room for doubt.
A practical example
A practical example. A contractor provided a ten-year warranty on the watertightness of a roof. The first version lacked an exclusion for damage caused by inadequate maintenance by the client. When leakage occurred years later due to clogged drains, the contractor was still required to carry out repairs because the warranty contained no exception. A more clearly worded statement including a maintenance condition would have prevented this.
Honest recommendation
You do not always need a lawyer for a simple product warranty with a short term and clear wording. As long as you clearly describe the subject matter, state the term and exclusions, and respect the statutory conformity of Article 7:17 of the Dutch Civil Code, you can often draft a standard warranty yourself.
Have a guarantee statement drafted or reviewed when the stakes are high: in the case of a group guarantee, a guarantee accompanying a business acquisition, or a statement in which you assume responsibility for the obligations of another party. It is precisely the difference between an independent guarantee and suretyship that determines the extent of your liability, and imprecise wording can have major consequences.
Want to know more or need help? View our page on a warranty statement, first read what a warranty statement is , and discover when you might consider having a warranty statement drawn up .
Frequently Asked Questions
In any event, the parties, the clearly defined subject matter of the guarantee, the term and commencement date, the conditions and exclusions, the legal effect such as repair or replacement, and the procedure by which the beneficiary invokes the guarantee.
Because with a guarantee, you commit yourself to a result. Wording that is too broad can make you liable for something you did not intend, whereas a guarantee that is too limited offers little value. Clear demarcation determines the scope of your obligation.
Yes, if you are liable for the obligation of another. In the case of suretyship under Article 7:850 of the Dutch Civil Code, you are only liable to the extent that the principal debtor owes something. With an independent guarantee, you are independent of this. Therefore, make the nature explicit.
Yes. You can, for example, exclude damage caused by improper use or faulty maintenance. However, for consumers, the warranty may not restrict their statutory rights. The exclusions then apply only to the additional coverage you voluntarily provide.
A warranty is in addition to the statutory conformity under Article 7:17 of the Dutch Civil Code and does not limit it. State this where necessary, so that it is clear that the buyer retains his statutory rights even after the warranty expires, provided that the conditions thereof are met.
You determine this yourself: repair, replacement, reimbursement, or compensation, or a tiered arrangement whereby repair is attempted first. Also describe the time limit and the manner in which the beneficiary must make a claim.
For a simple product warranty with a short duration, this is often possible, provided you clearly describe the item and respect legal conformity. For a corporate warranty, an acquisition, or a warranty for the fault of another party, legal assistance is advisable.
