You might be wondering…

“Can I really withhold payment without being in default?” “How much of the price can I withhold?” “What if the seller insists the defect is minor?”

My clients often ask…

“I ordered a kitchen set, but during installation some parts didn’t fit. Do I have to pay the full price?”
“The supplier delivered a machine with defects. Can I keep part of the money until it’s fixed?”

What the law says in a nutshell

Under § 2108 Civil Code: The buyer does not have to pay the part of the purchase price that reasonably corresponds to their right to a discount, until the defect is removed.

In other words – if the goods are defective, you don’t have to pay the full price immediately. Withholding works as leverage to ensure the seller fixes the defect.

Practical significance of the rule

For the buyer, this is a protective mechanism: instead of trying to recover money afterwards, they can simply keep part of the price until the defect is resolved. For the seller, it is strong motivation to act quickly – as long as the defect remains, they won’t get the full price.

Common mistakes in practice

Buyers sometimes withhold the entire price, even if the defect is minor. That can backfire, because they might be considered in default themselves. Another mistake is failing to explain why they withheld payment – without notifying the seller of the defect. Sellers, on the other hand, often wrongly claim that withholding equals “non-payment” and threatens penalties, even though the law explicitly allows it.

How to proceed correctly

If you are the buyer:

• Notify the seller of the defect without undue delay.

• State that you are withholding part of the purchase price until it is resolved.

• Set the withheld amount proportionately – corresponding to the expected discount.

If you are the seller:

• Respond to the notification and remove the defect as soon as possible.

• Avoid disputes by cooperating – once the defect is fixed, you are entitled to the withheld payment.

Practical examples

• A consumer bought a sofa with a torn cover. They withheld 10% of the price until the seller replaced the upholstery. The procedure was correct.

• A company purchased a production line, where part of the documentation was missing. The buyer withheld half the price, which the court ruled disproportionate, since the defect did not affect functionality.

• A buyer withheld part of the price but never explained why. The court rejected their claim – notification of the defect was missing.

Why you shouldn’t go it alone

Although the law allows withholding, it is not a free pass to refuse payment. If you withhold more than what is proportionate, you risk legal action for non-payment. That’s why it is essential to proceed carefully.

Lawyer’s recommendation

I recommend buyers always document the withholding – notify the seller of the defect in writing and specify the amount withheld. For sellers, my advice is to react quickly and resolve the defect – this avoids escalation and unnecessary disputes.

FAQ

Can I withhold the entire price?
Only if the defect renders the goods practically unusable. Otherwise, only a part proportionate to the defect.

Do I have to notify that I’m withholding payment?
Yes. Without defect notification and explanation, you risk being treated as in default.

When do I have to pay the withheld amount?
As soon as the defect is fixed or otherwise resolved (e.g. by granting a discount).