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If your customer fails to pay, you may suspend your delivery or service subject to conditions (the right of suspension): the claim must be due and payable, performance must still be possible, and there must be a sufficient connection between the payment and your obligation. If you suspend unjustifiably, you commit a breach of contract yourself and risk liability for damages. Therefore, make clear agreements in your general terms and conditions.
It would be unfair if you were required to deliver while the customer fails to meet their payment obligation. Therefore, you may suspend performance — but not arbitrarily, as unjustified suspension can itself constitute a breach of contract and cost you damages.
Conditions for a valid suspension
to the right of suspension : the claim must be due and payable, performance by the counterparty must still be possible, and there must be a sufficient connection between that claim and your obligation. Example: if the customer paid for the products but not the installation, you may possibly only be allowed to suspend the installation and must simply deliver the products — after all, the non-payment is not connected to that delivery.
It is therefore not always clear in advance whether you are allowed to suspend payment, and it is not without risk: if it turns out afterwards that you suspended payment incorrectly, the customer can hold you liable. Therefore, be careful — or, better yet, make clear agreements in advance.
Stipulate the suspension in your general terms and conditions
The ideal place for those agreements is your general terms and conditions. In them, you specify when you may suspend performance — usually when the customer fails to pay (you only deliver after payment), but also if you are dependent on their cooperation (for example, access to premises) or for other reasons such as illness.
Regulate not only that you are allowed to suspend work, but also the consequences. A contractor who has to suspend work for months and then discovers that building materials are ten percent more expensive can protect himself against this — for example, by stipulating that he may then raise the price or terminate the agreement.
Be careful with consumers
With business clients, you can agree on a great deal regarding suspension, provided you properly hand over the terms and conditions — merely referring to the terms on your website is not always sufficient. With consumers, consumer law can stand in the way: certain clauses are on the grey list (presumably unreasonable) or the black list (prohibited).
Frequently Asked Questions
May I suspend the delivery if the customer does not pay?
Subject to conditions, yes: the claim must be due and payable, performance must still be possible, and there must be a connection between the non-payment and your obligation. Otherwise, you risk breach of contract yourself.
What if I suspend incorrectly?
In that case, you commit a breach yourself, and the customer can hold you liable for damages. Be careful and clearly document the rights of suspension in advance.
Can I arrange for suspension in my terms and conditions?
Yes, that is recommended. For business clients, there is ample scope; for consumers, you must take the grey and black lists into account.
Properly arrange suspension in your terms and conditions
The legal experts at MKB Juristen watertightly document your suspension rights or review your existing terms and conditions via the ContractCheck. View our expertise in contract law or schedule an intake meeting .
