Standard B2B payment terms across European countries: statutory caps

When businesses sell goods or services across European borders, they often assume that invoice payment terms are purely a matter of commercial negotiation. While Directive 2011/7/EU establishes a common baseline across the European Union, individual Member States enforce significantly different statutory caps in their national commercial and civil codes. Moreover, writing a contract or invoice in English does not mean EU or domestic rules apply uniformly: the enforceable payment term depends on the governing law of the contract and mandatory national provisions.

The EU baseline under Directive 2011/7/EU

Under Articles 3 and 4 of Directive 2011/7/EU, as summarized on Your Europe — Late payment, commercial transactions follow four foundational time rules:

• Default 30-day statutory period (Article 3(3)(b)): if the contract does not fix a payment date or period, statutory interest for late payment runs automatically 30 calendar days after the debtor receives the invoice (or 30 calendar days after receipt of the goods or services if the invoice receipt date is uncertain or if the invoice arrived before delivery).
• Maximum 30-day acceptance or verification procedure (Article 3(4)): where a statutory or contractual verification procedure determines whether the goods or services conform to the contract, that procedure cannot exceed 30 calendar days from receipt of the goods or services unless expressly agreed and not grossly unfair to the creditor.
• 60-day contractual benchmark for B2B transactions (Article 3(5)): under the Directive's minimum standard, contractual payment periods in B2B transactions must not exceed 60 calendar days unless expressly agreed in the contract and provided the extension is not grossly unfair to the creditor within the meaning of Article 7.
• Strict 30-day cap for public authorities (Article 4(3)–(6)): when the debtor is a public authority, the payment period cannot exceed 30 calendar days, with strictly limited extensions up to a hard cap of 60 calendar days for objectively justified contracts or recognized public healthcare entities and commercial public undertakings.

Because Directive 2011/7/EU allows Member States to maintain or enact provisions that are more favorable to creditors, several major European jurisdictions prohibit or invalidate longer B2B payment terms regardless of what the parties wrote in their purchase order.

France: hard statutory ceilings in Article L441-10 Code de commerce

France does not allow businesses to contract out of the 60-day ceiling simply by showing that a longer period is not grossly unfair. Under Code de commerce article L441-10:

• Default fallback of 30 days: absent an agreed deadline in the contract or general terms, payment is due on the 30th day following receipt of the goods or performance of the requested service.
• Hard ceiling of 60 days net or 45 days end-of-month: the payment period agreed between businesses cannot exceed 60 calendar days from the invoice issue date. By derogation, the parties may agree on a maximum period of 45 days end-of-month (quarante-cinq jours fin de mois) from the invoice issue date, provided this calculation method is expressly stipulated by contract and is not abusive toward the creditor.
• 45-day cap for periodic summary invoices: for periodic invoices (factures périodiques) under the French General Tax Code, the agreed payment period cannot exceed 45 calendar days from the invoice issue date.
• Administrative enforcement: unlike jurisdictions that rely solely on civil litigation by the supplier, France enforces payment term ceilings through administrative fines under article L441-16 of the Code de commerce (up to 75,000 EUR for an individual and 2,000,000 EUR for a legal entity, doubled upon repeat infringement within two years).

The Netherlands: 60-day standard and 30-day large-to-SME cap

In the Netherlands, Burgerlijk Wetboek Boek 6, Artikel 119a distinguishes between general B2B relationships and transactions where a large company purchases from a smaller supplier:

• Default 30-day rule (Article 6:119a(2) BW): if no payment deadline was agreed in the contract, statutory commercial interest runs automatically 30 days after the day following invoice receipt (or receipt of performance).
• General B2B 60-day rule (Article 6:119a(5) BW): between comparable enterprises, parties may agree on a payment period of up to 60 days. Exceeding 60 days requires an express contractual clause that is not manifestly unfair (niet kennelijk onbillijk) to the creditor.
• Mandatory 30-day cap when large companies pay SMEs (Article 6:119a(6) BW): if the debtor is a large legal entity (exceeding at least two of the balance-sheet, net-turnover, and employee thresholds in Article 2:397(1)–(2) BW on two consecutive balance sheet dates) and the creditor is a self-employed professional or small/medium-sized enterprise within those thresholds, the agreed payment period cannot exceed 30 days. Any contractual clause exceeding 30 days in that relationship is void (nietig) by operation of law, and the statutory 30-day period applies automatically, with statutory commercial interest accruing from day 31.

Germany: § 271a BGB on payment and verification periods

German civil law transposes the B2B payment term caps into § 271a of the Bürgerliches Gesetzbuch (BGB) alongside the default rules of § 271 and § 286 BGB:

• Immediate due date vs 30-day default rule: under § 271(1) BGB, if no time for performance is agreed or inferable from the circumstances, the creditor may demand payment immediately. Under § 286(3) BGB, a debtor enters default (Verzug) at the latest 30 days after the claim falls due and the debtor receives an invoice or equivalent payment statement.
• 60-day limit on B2B payment agreements (§ 271a(1) BGB): an agreement by which the creditor can demand remuneration only more than 60 days after receipt of the creditor's performance is valid only if expressly agreed (ausdrücklich getroffen) and not grossly unfair (nicht grob unbillig) with regard to the creditor's interests. Notice that a silent clause buried in standard procurement terms generally fails the express-agreement requirement.
• 30-day limit on verification or acceptance periods (§ 271a(3) BGB): where a monetary claim falls due only after review or acceptance of the goods or services, an agreement extending the verification period beyond 30 days from receipt of the performance is likewise invalid unless expressly agreed and not grossly unfair.
• Public contracting authorities (§ 271a(2) BGB): where the debtor is a public contracting authority (öffentlicher Auftraggeber), payment periods exceeding 30 days are valid only if expressly agreed and objectively justified by the special nature or features of the contract, and any agreement exceeding 60 days is strictly invalid (unwirksam).

Practical checklist for cross-border B2B contracts and invoices

Before issuing an invoice or signing a buyer's procurement framework in Europe, verify five operational details:

1. Identify the governing law of the contract: invoice language does not determine the applicable statute. An English-language contract governed by French or Dutch law remains bound by French or Dutch statutory ceilings, whereas non-EU jurisdictions (such as the United Kingdom or Switzerland) follow their own domestic statutes rather than Directive 2011/7/EU.
2. Agree payment terms before or at contract formation: a shorter deadline (such as 14 days) printed only on the invoice after delivery does not automatically override the statutory 30-day fallback unless agreed in the underlying contract or accepted general terms.
3. Check whether a mandatory national cap voids buyer terms: a 60-day or 90-day clause imposed by a large Dutch corporate buyer on an SME supplier is void above 30 days under Article 6:119a(6) BW, and any term above 60 days net (or 45 days end-of-month) under French commercial law breaches Article L441-10 Code de commerce.
4. Separate verification periods from payment periods: ensure that acceptance or testing milestones do not silently delay invoice issuance beyond the 30-day verification cap in Article 3(4) of Directive 2011/7/EU and § 271a(3) BGB.
5. State an exact calendar due date on the invoice: printing both the issue date and the exact calendar due date removes ambiguity when calculating statutory late payment interest and the 40 EUR fixed recovery compensation.