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When you buy a yacht in the Netherlands under Dutch law, the yacht must have the properties you were entitled to expect (Article 7:17 Dutch Civil Code). If the yacht is registered with the Kadaster, ownership only passes by a notarial deed entered in the public registers (Article 3:89(1) and (4)). An unregistered yacht is transferred by handing over possession (Article 3:90(1)).
MAAK Advocaten assists buyers and sellers with yacht transactions in the Netherlands: drafting or reviewing a contract for the sale or construction of a yacht, due diligence before the purchase, and disputes about a yacht. Please do not hesitate to reach out to our attorneys in the Netherlands.
What should you check when buying a yacht?
Before you buy a yacht in Holland, there are many things you should consider. First, be clear about your needs and about whether you can assess the condition and performance of the yacht. As a buyer you also need to make sure that the seller is the owner, that no mortgage, pledge or attachment rests on the yacht, and that the yacht is worth the price. Handle the legal paperwork carefully, especially if you intend to export the yacht from the Netherlands. Our attorneys in the Netherlands can assist you in buying or building a yacht in the Netherlands.
Which rules apply to a yacht purchase agreement under Dutch law?
Our Dutch lawyers in Amsterdam can review a contract for the sale of a yacht and propose changes to protect your position. If you are the buyer, these changes will need to be negotiated with the broker or the seller. If Dutch law governs the contract, the sales rules in Book 7 of the Dutch Civil Code (Burgerlijk Wetboek) apply. The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply to the sale of ships and vessels (Article 2(e) CISG). The yacht must have the properties you were entitled to expect, taking into account the nature of the yacht and the statements the seller made about it (Article 7:17(2)). You cannot rely on a lack of conformity that you knew of, or could reasonably have known of, when you concluded the contract (Article 7:17(5)). That is why an inspection by an independent expert before you sign is strongly recommended. These reports are often called marine surveys or valuation reports and are prepared by marine surveyors who inspect the yacht in and out of the water. Your insurer may also ask for such a report before it accepts the yacht for insurance.
The Broker or Seller may give you a copy of such a report on the boat. However, it should only be considered informative. Accepting an inspection report or a recommendation from a broker or seller regarding a boat inspector or surveyor may not guarantee you a complete and impartial report. It is recommended to engage your own expert and report. When choosing a surveyor, ask your surveyor if they have experience with the boat type you are interested in. A fixed price quote should be requested from the surveyor with clear details of the inspections to be done.
What should the survey report cover when buying a yacht?
You must first find a qualified surveyor who is familiar with the boat type you are looking to buy in the Netherlands. The report from a surveyor will give you additional assurance about the vessel. If the surveyor fails to perform the inspection properly, he may be liable for the resulting damage (Article 6:74(1) Dutch Civil Code), but surveyors often limit their liability in their terms. Ask whether the surveyor has professional indemnity insurance. You can use any material defects found in the surveyor’s report to negotiate a lower purchase price or ask the seller to correct the defect at his expense before the contract is completed. It is best to accompany the surveyor during their inspection.
A written report should be requested and provided. As the report will usually cost you money upfront be sure to ask about the details of the content and inclusions of the final report. You may need to have an inspection or test done on major items, such as the engines. An out-of-water inspection is necessary to determine the condition of the hull’s underwater parts. All materials, including fibreglass, wood and metal, can last in water for many years if the relevant coatings are properly applied and the boat is maintained. Electrolysis can occur if the boat is not maintained or coated properly which can lead to major damage to the hull structure, and to the boat’s fittings. An inspection can expose these defects as well as others.
What are the limitations of a yacht survey?
Surveys can be expensive, so make sure you know what you will get before you sign up for one. You should question whether high-risk areas are affected by comments in the report. A competent surveyor should be able to inform you about any potential dangers in these areas.
How do you check title and registration of a yacht in the Netherlands?
A yacht can be registered (teboekgesteld) in the public registers for ships, which are kept by the Dutch Land Registry (Kadaster) (Articles 8:194 and 8:784 Dutch Civil Code; Article 8 Kadaster Act). The owner of an inland vessel must request registration within three months once registration is possible, but not for inland vessels with a displacement of less than 10 cubic metres (Article 8:785). A registered yacht is registered property (registergoed) (Articles 8:199(1) and 8:790(1)). For a registered yacht you can check with the Kadaster who the registered owner is and whether mortgages or attachments are registered (Article 85 Kadaster Act). The seller must transfer the yacht free of special burdens other than those you expressly accepted, and is always liable for burdens that could have been registered but were not registered when the contract was concluded (Article 7:15).
For an unregistered yacht there is no public register of ownership, so a pledge on the yacht will not be visible. Ask the seller for documents that show the chain of ownership from the time the yacht was built up to the present, such as signed bills of sale and the builder’s certificate, and for proof of payment of mooring fees and insurance. If you buy for value and in good faith, Dutch law in principle protects you against the seller’s lack of title and against limited rights, such as a pledge, that you did not know of and ought not to have known of (Article 3:86(1) and (2)). You are not in good faith if you ought to have known the facts, and good reason for doubt counts against you (Article 3:11). The owner of a stolen yacht can, subject to limited exceptions, reclaim it within three years of the theft (Article 3:86(3)). If the seller fails to tell you facts he should have disclosed, you may be able to annul the contract for mistake (Article 6:228(1)(b)).
What happens to a mortgage or other security on the yacht?
The seller may have financed the yacht with a loan that is still outstanding and secured on the yacht. On a registered yacht that security is a mortgage (hypotheek); on an unregistered yacht it is a pledge (pand) (Article 3:227(1) Dutch Civil Code). These are commonly called “encumbrances”. A mortgage is created by a notarial deed entered in the public registers (Article 3:260(1)). Agree that the seller delivers the yacht free of encumbrances and that the lender releases its security at completion, so that clear and unencumbered title passes to you. The transfer of a registered yacht itself also requires a notarial deed entered in the public registers (Article 3:89(1) and (4)). MAAK Advocaten can arrange for a notary in the Netherlands to handle the transfer in these cases.
Which terms should a contract for the sale of a yacht include?
Which law governs the sale of a yacht in the Netherlands depends on the contract and on the rules of private international law; a clear choice of law in the contract avoids uncertainty. There may be some legal principles or terms that are not the same as in other European countries so a lawyer experienced in Dutch law is sometimes preferable. Before you sign a contract of sale, it is wise to have a yachting lawyer review it. MAAK’s Dutch marine lawyers can help you with this. Some terms of the contract of sale include:
• a detailed description of the yacht, including its registration number (if registered), its hull identification number and an inventory of accessories;
• the price, the deposit and the terms on which the deposit is repaid;
• a condition of a satisfactory survey and the repair of any deficiencies found in the survey;
• if the buyer needs financing, a financing condition and an obligation to complete the purchase once financing is obtained;
• the buyer’s right to cancel and receive a refund of the deposit if financing is refused or the survey is not satisfactory;
• the moment ownership passes, for example only after the price has been paid in full;
• confirmation that the seller is the owner of the yacht and is entitled to sell it;
• delivery free of mortgages, pledges, attachments, maritime claims and other encumbrances;
• the sea trial, the acceptance protocol and delivery;
• any warranties or disclaimers regarding the fitness and condition of the yacht, stated clearly;
• when the risk of loss or damage passes to the buyer (under Dutch law in principle on delivery, even if ownership has not yet passed: Article 7:10(1));
• the applicable law and, separately, the dispute resolution clause (court or arbitration).
Dutch law does not require a private seller to guarantee a yacht for six months. Whether you have a claim depends on conformity: the yacht must have the properties you were entitled to expect (Article 7:17). You must notify the seller within a reasonable time after you discovered, or reasonably should have discovered, the defect; if the yacht lacks a property the seller said it had, or the seller did not disclose facts he knew or ought to have known, the reasonable time runs from actual discovery (Article 7:23(1)). Claims become time-barred two years after that notice (Article 7:23(2)). Only in a consumer sale, where a professional seller sells to a private buyer, is a defect that appears within one year of delivery presumed to have existed at delivery, unless the seller proves otherwise or the nature of the yacht or of the defect is inconsistent with that presumption (Articles 7:5(1) and 7:18a(2)). In a consumer sale, notice within two months of discovery is always in time, and the buyer’s statutory rights cannot be limited or excluded to the buyer’s detriment (Article 7:6(1)). A sale to a private buyer by a broker acting professionally on behalf of the owner also counts as a consumer sale, unless the buyer knows when the contract is concluded that the owner is not acting professionally (Article 7:5(2)).
Do you need legal advice when buying a yacht in the Netherlands?
It may be in your best interest to seek professional financial and legal advice before you commit to buying or selling a yacht in Holland. The size and cost of the yacht will affect the issues and risks involved. For a newbuild or a large yacht, the contract terms, the payment schedule and the transfer deserve particular attention. HISWA, the trade association for watersport and recreation in the Netherlands, publishes information for boat buyers.
What should you check when building a yacht in the Netherlands?
A contract under which a yard builds a yacht for you is often a contract for work (aanneming van werk): the contractor undertakes to build and deliver a tangible work for a price in money (Article 7:750(1) Dutch Civil Code). If you contract as a private individual with a professional yard, the consumer sale rules also apply (Article 7:5(4)). After the yard reports that the yacht is ready, you must inspect it within a reasonable time; if you do not accept or reject it, you are deemed to have accepted it, and the risk then passes to you (Article 7:758(1) and (2)). The yard is no longer liable for defects you should reasonably have discovered at delivery (Article 7:758(3)), so a careful acceptance inspection matters. A yacht under construction in the Netherlands can be registered as a ship under construction (Articles 8:194(1) and 8:784(1)). Also agree on stage payments, ownership of the hull and materials during construction, and a warranty period.
Frequently asked questions about buying a yacht in the Netherlands
How is a registered yacht transferred in the Kadaster?
Through a notarial deed between seller and buyer, followed by entry of that deed in the public registers; you only become the owner once the deed has been entered (Article 3:89(1) and (4) Dutch Civil Code). Before completion, check in the Kadaster who the registered owner is and whether mortgages or attachments are registered (Article 85 Kadaster Act).
Is registration of a yacht in the Netherlands mandatory?
For inland vessels, the owner must request registration within three months once registration is possible under Article 8:784, for example because the owner lives in the Netherlands. That duty does not apply to inland vessels with a displacement of less than 10 cubic metres (Article 8:785 Dutch Civil Code). A seagoing yacht can be registered as a seagoing vessel if the requirements of Article 8:194a, including the ownership requirements, are met.
Does a private seller have to give a warranty on a yacht?
There is no statutory six-month guarantee. The yacht must conform to the contract (Article 7:17 Dutch Civil Code), and you must notify the seller of a defect within a reasonable time (Article 7:23(1)). The one-year presumption that a defect existed at delivery only applies in a consumer sale by a professional seller (Article 7:18a(2)).
What can you do in a yacht sale dispute?
First notify the seller in time (Article 7:23(1) Dutch Civil Code). If no solution is found, the dispute goes to the competent court or, if the contract contains an arbitration clause, to arbitration (Article 1020 Dutch Code of Civil Procedure). A court must then decline jurisdiction if a party invokes the arbitration agreement before putting forward any other defence, unless the agreement is invalid (Article 1022).
Does the CISG apply when you buy a yacht from a Dutch seller?
No. The UN Convention on Contracts for the International Sale of Goods does not apply to the sale of ships and vessels (Article 2(e) CISG). If Dutch law governs the contract, the sales rules in Book 7 of the Dutch Civil Code apply.
Primary sources
- Dutch Civil Code (Burgerlijk Wetboek) Book 3: Articles 3:11, 3:86, 3:89, 3:90, 3:227 and 3:260
- Dutch Civil Code Book 6: Articles 6:74 and 6:228
- Dutch Civil Code Book 7: Articles 7:5, 7:6, 7:10, 7:15, 7:17, 7:18a, 7:23, 7:750 and 7:758
- Dutch Civil Code Book 8: Articles 8:194, 8:194a, 8:199, 8:784, 8:785 and 8:790
- Kadaster Act (Kadasterwet): Articles 8 and 85
- Dutch Code of Civil Procedure (Wetboek van Burgerlijke Rechtsvordering): Articles 1020 and 1022
- UN Convention on Contracts for the International Sale of Goods (CISG), Article 2(e)
Get in touch with our Dutch maritime lawyers
We are happy to discuss your project with you. If you have questions about buying a yacht in The Netherlands, please contact our Dutch Maritime Lawyer, Remko Roosjen:
