Is the balance due on delivery or on acceptance?

In short. If your furniture is made in Italy by an Italian company, the supply contract almost certainly runs on the Italian civil code. Under article 1665, fifth paragraph, the contractor is entitled to payment when the client accepts the work — unless the parties agreed otherwise or a contrary custom applies. Most orders do agree otherwise, and then the order governs. Acceptance does not go away, though: it still decides the warranty, and it decides what a mid-contract payment has already accepted, because payment for a portion of the work creates a presumption that the portion was accepted, while a simple advance does not (article 1666).

What the law says when the contract is silent

Article 1665, fifth paragraph, is a single line: unless otherwise agreed or unless a contrary custom applies, the contractor is entitled to payment of the price when the work is accepted by the client. Not when it is finished, not when it is delivered, not when it is invoiced — when it is accepted.

On site this sounds academic. In accounts payable it is not. Weeks can pass between delivery and acceptance, and they are the weeks in which the supplier has carried every cost and the client owes nothing yet. Hence a dynamic anyone who has run a hotel fit-out will recognise: the supplier pushes for the signature, the client slows it down. Neither is acting in bad faith. That is article 1665 at work.

Acceptance, however, needs no ceremony. The same article sets out three routes. The client has the right to inspect the work before taking delivery, and the inspection must be carried out as soon as the contractor puts the client in a position to do it. If, despite the contractor's invitation, the client fails to proceed without good reason, or does not communicate the outcome within a short period, the work is deemed accepted. And if the client takes delivery without reservations, the work is deemed accepted even though no inspection took place.

In plain terms: acceptance can happen through silence. The balance can fall due without anyone signing anything, and a client who does not reply is not buying time — they are accepting.

Why the contract usually governs instead

"Unless otherwise agreed" means the rule yields to whatever the parties wrote. And parties almost always write: a deposit on order confirmation, an instalment on delivery or on despatch, the balance on completion of installation or on a fixed date. Where the order sets out a payment schedule, that schedule fixes the due dates, not article 1665.

This is worth saying because many disputes start here: someone invokes the statute on a point the contract has already settled differently, and the contract wins. The fifth paragraph matters in the opposite case — where the order runs to a page and a half and says only "60 days" about the balance. Sixty days from what? If the order does not say, the default answer is: from acceptance.

The practical advice is one line to add to the order: name the event that starts the clock — "from the date of the handover report for the batch", "from completion of installation of the last room" — not just the number of days.

Advance or payment for a portion? Not the same word

This is the part almost nobody writes down, and it is worth more than the rest. Article 1666 covers work to be carried out in portions, which is exactly a hotel supply delivered floor by floor or in blocks of rooms. Either party may ask for inspection portion by portion, and in that case the contractor may claim payment in proportion to the work completed.

Then comes the second paragraph, which is the one that counts: payment creates a presumption that the portion of the work paid for has been accepted; the payment of simple advances does not produce that effect.

So two payments identical in amount and date have different consequences depending on how they are labelled. Paying for "the batch of rooms on floors two to four" raises a presumption that the batch was accepted, with everything acceptance carries with it as to apparent defects. Paying "a 40% advance" does not: it is money moving, not a position taken on the work.

For the client the consequence is concrete: a payment plan written batch by batch, with no reservations and no handover reports, accepts the contract piece by piece while paying for it. For the supplier it is the mirror image: if interim payments are meant to close portions progressively, the supplier has to ask for inspection by portion and actually carry it out, not merely bank advances.

If you would rather keep everything open until the end, write "advance", and write it everywhere: order, invoice, payment reference. If you would rather close in stages, write the opposite, and pair each instalment with a handover report for that batch.

What about defects found later?

Acceptance does not wipe the slate. The contractor's warranty is not owed for nonconformities and defects that the client knew about or that were apparent, unless the contractor concealed them in bad faith (article 1667, first paragraph). Hidden defects remain covered: they must be notified within sixty days of discovery, on pain of forfeiture, and the action is time-barred two years from delivery of the work. Notice is not required where the contractor acknowledged the defects or concealed them.

The link with the balance is this: paying does not waive the warranty on hidden defects, but it does on the ones that were visible, because those were already accepted by the acceptance that payment presumes. How to write a reservation that holds is covered in the guide to the handover report; which time limits apply to your order depends on how the contract is characterised, which is covered in the guide to supply versus works contracts.

Retention

Holding back a share of the price until a given date is common practice in contract work, but it is not an institution of the code: it exists only if it is written. An order that provides for retention should say four things, and usually says one: the percentage; the date or event that releases it; what has to happen for release, meaning closure of the snagging list; and what happens if that list stays open through the client's own doing, for example because the room is not accessible.

Retention does not extend the time limits in article 1667. Holding 10% for a year does not preserve the right to complain for a year about a defect that was visible at delivery.

Sale or works contract? It changes the question

All of the above applies if the contract is an appalto — a works contract. A sale with installation would attract different rules, with shorter notice and limitation periods. What decides is not the heading on the document but the actual weight of the two obligations: the Italian Supreme Court treats the contract as a works contract where the labour directed at producing the item prevails over the supply of the material, and it restated this in judgment no. 25692 of 22 September 2026, in a case about window and door frames designed and built to the client's measurements and requests.

Contract furniture drawn on a board, made to measure for one property and installed on site falls clearly on that side. Catalogue furniture delivered with incidental assembly, much less so.

Lines to put in the order

• the event that starts the payment clock, not just the number of days;
• how each instalment is characterised: "advance" or "payment for batch X" — chosen, not inherited;
• where deliveries are staggered, inspection by portion and one handover report per batch;
• retention, if any: percentage, release event, longstop date;
• who is authorised to sign the handover report, and the address to which reservations must be sent.

How we work

In a hotel contract the value that weighs most is not the price of a single room: it is time. Products that meet the standards, are certified and arrive on schedule mean an opening that does not slip, and a client who starts invoicing. That is why we prefer clarity to negotiation on the payment calendar: every instalment tied to a verifiable event, every batch with its own handover report, reservations put in writing when they are visible rather than three months later. A balance that moves without argument is almost always the result of an order written well months earlier, not of a phone call made well on the last day.

If you are drafting the specification or the order for a supply, our Contract section explains how we follow a project from survey to installation, and contact reaches the people who run it. When to order so the dates hold is covered in the guide to FF&E lead times.

Frequently asked questions

Is the balance due on delivery or on acceptance?

On acceptance, if the contract says nothing else: unless otherwise agreed or a contrary custom applies, the contractor is entitled to payment when the client accepts the work (article 1665, fifth paragraph). Where the order sets its own payment schedule, the schedule governs. That is why the order should state the event the days run from.

If I pay an instalment, have I accepted that part of the supply?

It depends how it is labelled. Payment creates a presumption that the portion paid for has been accepted, while the payment of simple advances does not produce that effect (article 1666, second paragraph). A transfer marked as an advance and one marked as payment for a batch do not carry the same weight.

The client will not sign and will not reply: is the balance stuck?

No. If, despite being invited to inspect, the client does not proceed without good reason or does not communicate the outcome within a short period, the work is deemed accepted; and delivery taken without reservations counts as acceptance even without inspection (article 1665). The invitation to inspect should be traceable and dated.

Does paying the balance cost me the warranty?

Not on hidden defects. The warranty is not owed for nonconformities and defects known or apparent at acceptance, absent bad faith by the contractor (article 1667). Latent defects must be notified within sixty days of discovery, and the action is time-barred two years from delivery.

Does retention extend the time I have to complain?

No. It is a payment clause, not an extension of the forfeiture and limitation periods in article 1667. If you need longer to complain, that has to be written separately into the contract.

Talk to us The contract division

This page cites articles 1665, 1666 and 1667 of the Italian Civil Code and judgment no. 25692 of 22 September 2026 of the Italian Supreme Court, Second Section. Retention is not an institution of the Civil Code: it exists only where agreed in writing, and the points set out here are practical suggestions, not legal requirements. How your contract is characterised and which time limits apply to your case remain matters to assess on the contract and the project documents: this page is not a substitute for legal advice.