What are terms of delivery? The difference compared to general terms and conditions

Terms of delivery are the agreements you establish regarding how, when, and under what conditions you deliver a product or service. Delivery times, transport, the moment at which risk transfers, what happens in the event of a delay — all are terms of delivery. They are not a separate legal document, but in practice, a part of your general terms and conditions.

Piet, our in-house plasterer, once received bags of plaster that had been left on the sidewalk during a pouring rain. Half the load was slippery, and the supplier pointed to the fine print: “risk transfers upon delivery at the agreed address.” That little letter represents the terms of delivery. In this article: what they contain, the difference between them and general and payment terms, for whom they are relevant, and what happens if you don't have them.

The short answer

Terms of delivery are the standard agreements regarding the execution of the contract — everything related to the handing over or delivery of your product or service. They regulate, among other things:

• Delivery time: the period within which you deliver, and whether this is binding or indicative.
• Place of delivery: where the transfer takes place (your warehouse, the customer's address, a pick-up point).
• Mode of transport: who arranges it, who pays, who is liable during transport.
• Transfer of risk: from the moment the customer bears the risk of damage or loss.
• Delays and force majeure: what happens when you cannot deliver on time.
• Retention of title: that the delivered goods remain yours until the invoice is paid.

Difference from general terms and conditions: are they the same?

Informal discourse, often; legally, not entirely. Terms of delivery are part of your general terms and conditions. If you have a single set of general terms and conditions, the delivery provisions are included in a separate chapter. Some industries—think of transport, wholesale, or construction—have separate sets called “general terms of delivery,” which focus primarily on delivery.

Three flavors you encounter in practice:

• General Terms and Conditions — the comprehensive document containing all standard agreements (applicability, price, payment, delivery, liability, confidentiality, disputes).
• General Terms and Conditions of Delivery — a common name for general terms and conditions where the emphasis lies on delivery agreements (think of a wholesaler or manufacturer towards resellers).
• Purchasing terms — the mirror: the conditions under which you purchase, usually more favorable to the buyer.

The legal rules for all of them are set out in Section 6.5.3 of the Dutch Civil Code. Under the law, a condition of delivery is a general condition, with all the associated information obligations and potential voidability.

Difference from payment terms

Just as delivery terms concern execution, payment terms concern money. Installments, method of payment, late payment interest, collection costs. These are usually also part of your general terms and conditions, in their own chapter. Some entrepreneurs have made a separate paragraph for this at the bottom of their quotation — that is possible, but be careful not to forget to include them in your general terms and conditions as well, otherwise you will miss out on the statutory commercial interest to which you were entitled in the event of a dispute. More on this in statutory commercial interest on unpaid invoices.

What is included in good terms and conditions of delivery?

A decent set of delivery terms covers at least the points below. The difference lies in how you formulate them for your industry.

• Delivery time — specific period, plus the phrase that this is indicative (not a strict deadline), unless otherwise agreed. For consumers, the law stipulates a maximum of 30 days, unless otherwise agreed.
• Place and method of delivery — clearly state what you are delivering, to which address, and who is arranging the transport.
• Transfer of risk — when does the risk pass to the customer? In B2B, this is usually upon actual delivery at the agreed address. For consumers, the risk of transport lies with the seller.
• Inspection and complaint period — the period within which the customer must report visible defects. Too short is unreasonable; the customary period is a few working days to a few weeks.
• Delay and force majeure — what the consequences are if you do not deliver on time, and when to invoke force majeure.
• Retention of title — especially useful for those supplying tangible products: owner only once the invoice has been paid.
• International delivery (Incoterms) — if you sell across borders, you typically use Incoterms (such as EXW, FCA, DAP) to regulate, in a single abbreviation, who does what and bears what.

For whom are terms of delivery particularly relevant?

For just about every company that supplies something, but in these cases, they carry extra weight:

• E-commerce and webshops: delivery times, right of withdrawal, transport risk, and return policy — all agreements you need to have clearly defined in advance. See also how strictly the ACM intervenes in cases of infringement of the right of withdrawal.
• Wholesale and production: who bears the risk during transport? What happens to a batch that gets snowed under in a traffic jam somewhere on a highway?
• Construction and installation: completion deadlines, additional work, delivery protocols. Many disputes in the construction industry stem from vague delivery times.
• International trade: Incoterms are not a fashion accessory — they make the difference between being liable or not for a container in Rotterdam.

What if you don't have terms of delivery?

In that case, the statutory rules from the Civil Code apply, and these are not always in your favor. A few examples of what the law regulates “by default” if you do not make an agreement:

• Delivery must take place at the place where the item is located at the time of the agreement.
• The delivery time is what is reasonable — which in a conflict can be something very different from what you thought.
• In principle, the risk transfers upon delivery; for consumers, you bear the transport risk up to the door.
• No retention of title means: if your delivered stock is seized or resold due to a payment problem, you lose your goods without being able to do much.

Not disastrous, but unsuitable for those who want to manage risks. And that is something you would want to do, especially if you deliver a lot of volume or value.

How do you draft good terms and conditions of delivery?

Three short lines, and then the honest advice underneath.

1. Start with an industry model. Good standard sets exist for transport, construction, and wholesale (FENEX, UAV, MetaalUnie). These are ready for practical use and understand your industry.
2. Adapt them to your work. Delivery times, complaint periods, and risk transfer vary by company. An unchanged model is rarely good enough.
3. Weave them into your general terms and conditions. One document containing all standard agreements works more easily than separate pieces — less chance that a customer will spot a loophole to exploit.

Honest advice, here too: having a good set of delivery terms checked or drafted by a lawyer costs a fraction of what a single failed delivery can cost. This is especially true if you work with large orders, international clients, or high-risk transport. Explore the options for having your general terms and conditions drafted or checked, or read the comprehensive guide on drafting general terms and conditions if you want to handle the process yourself.

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