Sale of goods, mandate contracts, contracts for specific work and carriage may all carry shorter limitation periods. Before you work out the deadline, check which contract the invoice arises from.
In matters between businesses a simple assumption is often made: “claims arising from business activity become time-barred after three years”. That is true, but only as a starting point.
In practice many invoices become time-barred sooner. Sale of goods, services, mandate contracts, contracts for specific work or carriage may all carry shorter periods. So before you calculate limitation, you first have to establish which contract the claim arises from.
Step 1. Start with the general rule
Under Article 118 of the Civil Code, claims connected with running a business become time-barred, as a rule, after 3 years. The period ends on the last day of the calendar year, unless the limitation period is shorter than 2 years.
This means that with a typical 3-year period we do not calculate limitation purely “day to day”. If an invoice fell due in March 2023, the 3-year period may end on 31 December 2026.
But Article 118 of the Civil Code opens with a proviso: “unless a specific provision states otherwise”. And in B2B dealings it very often does state otherwise.
Step 2. Check whether a shorter period applies
For a sale made within the scope of the seller’s business, the limitation period is 2 years. That follows from Article 554 of the Civil Code.
For a contract for specific work the period is likewise 2 years. It runs from delivery of the work, or, if the work was not delivered, from the day on which it was to be delivered under the contract.
For mandate contracts and some services the 2-year period follows from Article 751 of the Civil Code. It covers, among others, claims for remuneration for services rendered and for reimbursement of expenses incurred, where these are due to people who perform activities of that kind on a permanent basis or within the scope of their business.
For carriage the period can be shorter still. As a rule, claims pursued under the Transport Law become time-barred after one year.
This difference has practical consequences. An invoice for construction works due in March 2023 may become time-barred on 31 December 2026. An invoice for the sale of goods with the same due date - already on 31 December 2025. With carriage the period may expire earlier still, because a one-year period is not moved to the end of the year.
Step 3. Do not calculate the period from the invoice alone
The invoice matters, but it is not always enough to calculate limitation correctly. You have to check the contract, the order, the correspondence and what was actually being performed.
The same accounting document may relate to different contracts. The period is calculated one way for the sale of goods, another for a contract for specific work, another for construction works, and different again for carriage.
The date on which the claim became due also matters. Most often this will be the payment deadline stated on the invoice or arising from the contract. If the parties changed the payment date, agreed a schedule, or the debtor acknowledged the debt, those documents have to be taken into account as well.
Step 4. Beware of an apparent “interruption” of limitation
Simply sending a payment demand does not interrupt the running of limitation. This is a common mistake. The demand is useful, because it puts the matter in order, sets a deadline and may prompt the debtor to pay, but it does not stop the limitation period.
The position may be different, for example, where a claim is filed with the court or where the debtor acknowledges the debt. So if the deadline is close, sending yet another e-mail or a reminder from the accounting system may not be enough.
What is worth checking
Before you start debt recovery, establish three things: which contract the invoice arises from, when the claim became due, and whether anything happened along the way that could have affected the running of limitation.
Prepare the contract, the order, the invoice, confirmation that the service or delivery was performed, the correspondence with the other side and any balance confirmations or requests to postpone the payment date. In limitation cases what decides the outcome is often not the amount but the dates and the type of contract.
In short
- Three years is only the general rule. In B2B many claims become time-barred sooner.
- Sale of goods within the scope of the seller’s business: 2 years.
- Mandate contracts and some services: 2 years.
- Contract for specific work: 2 years.
- Carriage: as a rule 1 year.
- Before you calculate the period, check what kind of contract it was. The same date on an invoice can lead to different limitation periods.
This article is for information only and does not constitute legal advice. Assessing a specific case requires reviewing the documents.