Purchase agreement under Dutch law

Published on 21 March 2023 · Last updated 25 October 2026

Under Dutch law, a sale and purchase agreement (koopovereenkomst) is a contract in which the seller undertakes to give a thing and the buyer undertakes to pay a price in money for it (Article 7:1 Dutch Civil Code). The contract is formed by offer and acceptance (Article 6:217(1)). Ownership passes only by a separate delivery (Article 3:84(1)).

This article explains the sales rules in Book 7 of the Dutch Civil Code (Burgerlijk Wetboek), when the UN Convention on Contracts for the International Sale of Goods (CISG) applies instead, and the special rules and clauses you will meet when you buy a house or other real estate in the Netherlands. It is written by Remko Roosjen, our legal expert for contract law in the Netherlands. Our team also advises on excluding modification purchase agreement under Dutch law.

Dutch contract law does not use the common law concepts of “consideration” and “intention to create legal relations” as separate requirements. A contract requires an intention directed at a legal effect that has been expressed in a declaration (Article 3:33). If the other party reasonably relied on your declaration, you cannot invoke the fact that your actual intention was different (Article 3:35). The obligations must be determinable (Article 6:227). If the parties did not fix the price, the buyer owes a reasonable price (Article 7:4).

Most sales rules in Book 7 are default rules: business parties can agree otherwise. Consumer sales are different. In a consumer sale (consumentenkoop), a professional seller sells a movable thing to a private individual (Article 7:5(1)). The parties then cannot deviate from sections 1 to 7 of the sales title to the buyer’s detriment, and the buyer’s rights for the seller’s failure to perform cannot be limited or excluded (Article 7:6(1)), with a few exceptions (Article 7:6(2)).

What is a sale and purchase agreement under Dutch law?

A Dutch purchase agreement is a legally binding contract between a seller and a buyer for a sale governed by Dutch law. It is also called a sale and purchase agreement, purchase and sale agreement, purchase contract, agreement of sale or sales agreement. These are different names for the same contract: what is a sale for the seller is a purchase for the buyer.

The object of a sale is a thing (zaak), movable or immovable. A sale can also concern a property right, such as a claim or shares; the sales rules then apply to the extent this fits the nature of the right (Article 7:47). Services are not “sold”: a contract to perform services is a different contract, such as a contract for services (opdracht, Article 7:400(1)). The agreement usually sets out what is sold, the price, delivery, payment terms, warranties and other clauses.

In principle, Dutch law does not require a particular form: declarations can be made in any form and can even follow from conduct, unless the law provides otherwise (Article 3:37(1)). An oral sale or a sale by e-mail can therefore be binding. There are exceptions. The purchase of a house by a private individual must be made in writing (Article 7:2(1)). The transfer of real estate requires a notarial deed followed by registration (Article 3:89(1)), and the transfer of shares in a Dutch private limited company (BV) requires a deed executed before a civil-law notary based in the Netherlands (Article 2:196(1)). A legal act that by its content or purpose is contrary to good morals or public order is void (Article 3:40(1)).

For cross-border sales, first check which rules apply. A sale of movable goods between parties whose places of business are in different States is governed by the CISG if those States are Contracting States, or if the rules of private international law lead to the law of a Contracting State (Article 1(1)(a) and (b) CISG). The CISG is part of Dutch law, so a choice of Dutch law does not in itself exclude it; the parties must exclude it if they want Book 7 to apply instead (Article 6 CISG), and they should do so in clear words. The CISG does not apply to, among other things, goods bought for personal, family or household use (unless the seller neither knew nor ought to have known this), sales by auction, securities, ships, hovercraft, aircraft and electricity (Article 2 CISG).

A share purchase agreement (SPA) for shares in a Dutch company is a sale of a property right (Article 7:47). The SPA itself requires no particular form, but shares in a BV are only transferred by a notarial deed (Article 2:196(1)). Because the statutory rules for the sale of things only apply to shares as far as this fits the nature of the right, the warranties and indemnities in an SPA are agreed in detail in the contract.

Which law governs a Dutch purchase agreement?

If Dutch law governs the contract and the CISG does not apply, the sales rules in Title 1 of Book 7 of the Dutch Civil Code apply, together with the general contract rules in Book 6 and the property law rules in Book 3. Which law governs a cross-border contract follows from the choice of law in the contract and from the rules of private international law.

The main sources for a Dutch purchase agreement are:

• Dutch Civil Code, Book 7, Title 1 (sale and purchase), starting at Article 7:1: obligations of seller and buyer, conformity, notification of defects, risk, consumer sales and the purchase of a house;
• Dutch Civil Code, Book 6: formation of contracts (Article 6:217), general terms and conditions (Articles 6:231 and following), damages (Article 6:74) and rescission (Article 6:265);
• Dutch Civil Code, Book 3: legal acts, form and transfer of ownership (Articles 3:33, 3:37, 3:84, 3:89 and 3:90);
• the CISG (Vienna Sales Convention) for international sales of movable goods;
• the Rome I Regulation on the law applicable to contractual obligations, for cross-border contracts;
• consumer protection rules, including the lists of unfair terms in general terms used with consumers (Articles 6:236 and 6:237 Dutch Civil Code);
• data protection legislation (GDPR) where personal data are exchanged;
• other sector-specific rules and standards, for example on product safety.

The CISG only governs the formation of the contract and the rights and obligations of seller and buyer. Unless it expressly provides otherwise, it does not govern the validity of the contract or of its clauses, or the effect of the contract on the ownership of the goods (Article 4 CISG). Those questions, such as retention of title, are governed by the national law that applies. Under the CISG a sale need not be in writing (Article 11 CISG). The buyer loses its rights for non-conforming goods if it does not notify the seller, specifying the nature of the lack of conformity, within a reasonable time after it discovered or ought to have discovered it, and in any event within two years after the goods were actually handed over, unless this is inconsistent with a contractual guarantee period (Article 39 CISG).

Which obligations does a purchase agreement create?

The seller must transfer ownership of the thing sold, with its accessories, and deliver it (Article 7:9(1)). Accessories include the title documents and records that are present. Delivery means putting the thing in the buyer’s possession (Article 7:9(2)).

The buyer must pay the price (Article 7:26(1)). Unless agreed otherwise, payment must be made at the time and place of delivery (Article 7:26(2)). Where the transfer requires a notarial deed followed by registration, as with real estate, the money must have left the buyer’s control when the deed is signed and need only reach the seller after registration (Article 7:26(3)). In practice the price is paid into the notary’s client account.

The thing delivered must conform to the contract (Article 7:17(1)). It does not conform if, also taking into account its nature and the seller’s statements about it, it lacks the properties the buyer was entitled to expect under the contract, such as the properties needed for normal use and for a special use provided for in the contract (Article 7:17(2)). The buyer cannot rely on a lack of conformity that it knew of, or could reasonably have known of, when the contract was concluded (Article 7:17(5)). For real estate, a stated surface area is presumed to be only an indication (Article 7:17(6)).

A buyer who finds a defect must notify the seller within a reasonable time after it discovered, or reasonably ought to have discovered, the defect (Article 7:23(1)). If the thing lacks a property the seller said it had, or the defect concerns facts the seller knew or ought to have known but did not disclose, the reasonable time runs only from actual discovery. In a consumer sale, notice within two months of discovery is in time. Claims and defences based on the lack of conformity are time-barred two years after that notification, although the buyer can still raise its right to a price reduction or damages against a claim for payment of the price (Article 7:23(2)). The period does not run while the buyer cannot exercise its rights because of the seller’s intent (Article 7:23(3)). In a consumer sale these rules cannot be set aside to the buyer’s detriment (Article 7:6(1)).

From delivery, the thing is at the buyer’s risk, even if ownership has not yet passed (Article 7:10(1)). The buyer then remains liable for the price if the thing is lost or damaged by a cause that cannot be attributed to the seller.

If a party fails to perform, the other party can claim performance (Article 3:296(1)), damages (Article 6:74(1)) or rescission of the contract (Article 6:265(1)).

Damages for a failure require default (verzuim) unless performance is already permanently impossible (Article 6:74(2)); rescission requires default unless performance is permanently or temporarily impossible (Article 6:265(2)). Default generally occurs after a written notice of default that gives a reasonable period for performance, if performance does not follow within that period (Article 6:82(1)), or without notice in the cases listed in Article 6:83, for example when a fixed deadline for performance expires, unless the deadline has a different purpose.

Which clauses should a sale and purchase agreement contain?

Because many sales rules are default rules, the contract itself determines much of the allocation of risk. Negotiating and drafting the clauses is therefore an important part of doing business in the Netherlands.

When negotiating a Dutch purchase agreement, it is essential to consider:

• the parties, and who signs on behalf of a company;
• a precise description of what is sold, its quantity and quality;
• the price, the payment terms and any deposit;
• the time, place and manner of delivery, and when the risk passes (without an arrangement: in principle on delivery, Article 7:10(1));
• retention of title until the price has been paid in full (Article 3:92);
• warranties: Dutch law already requires conformity (Article 7:17), so express warranties come on top; they do not have to be in writing to be binding, but writing makes them easier to prove;
• limitation of liability and any indemnities;
• termination rights and conditions, such as a financing condition (Article 6:22);
• the governing law and, for an international sale of goods, whether the CISG is excluded;
• dispute resolution: the competent court or arbitration.

Many sales are concluded on general terms and conditions (algemene voorwaarden). If offer and acceptance refer to different general terms, the second reference has no effect unless it also expressly rejects the terms referred to first (Article 6:225(3)). A clause in general terms can be annulled if it is unreasonably onerous, or if the other party was not given a reasonable opportunity to take note of the terms (Article 6:233). These grounds cannot be invoked by a legal entity referred to in Article 2:360 DCC that, when the contract was concluded, had most recently published its annual accounts (or to which Article 2:403(1) was then last applied), by another party for which fifty or more persons work at that time (or for which a filing under the Trade Register Act 2007 then shows this) (Article 6:235(1)), or by a party that repeatedly uses the same or nearly the same general terms itself (Article 6:235(3)).

Between businesses that are not both established in the Netherlands, these rules on general terms do not apply at all, whatever law governs the contract (Article 6:247(2)).

Use clear language, but do not rely on wording alone. Dutch courts interpret a contract by the meaning the parties could reasonably give to its clauses in the circumstances and by what they could reasonably expect from each other; the parties’ social circles and the legal knowledge that can be expected of them may also matter (Hoge Raad 13 March 1981, ECLI:NL:HR:1981:AG4158, Haviltex). Besides what the parties agreed, a contract also has the legal effects that follow from the nature of the contract, the law, custom and reasonableness and fairness (Article 6:248(1)).

How do you draft a Dutch purchase agreement?

The process of creating a valid and enforceable purchase agreement in the Netherlands is complex. To ensure that all parties are protected, it is important to consider some key components when drafting such an agreement.

A template or model agreement is a useful starting point, but check every clause against your transaction and against the mandatory rules that apply.

First, look at commonly used Dutch purchase agreements before drafting your own. This shows the usual structure and wording and helps you spot gaps that could cause problems in negotiations or litigation. In the Dutch housing market, for example, standard model agreements are often used; you can still negotiate additions to them.

Second, check the formalities for the transfer. Real estate is transferred by a notarial deed between the parties, followed by registration in the public registers kept by the Land Registry (Kadaster) (Article 3:89(1)). Movable things are transferred by giving the buyer possession (Article 3:90(1)). The acquisition of real estate located in the Netherlands is subject to transfer tax (overdrachtsbelasting) (Article 2(1) Legal Transactions Taxes Act). For cross-border sales of goods, also check customs and VAT.

Finally, agree on payment terms, on retention of title until full payment and on how disputes will be resolved. Between businesses, a payment term of more than 60 days is only valid if it is expressly agreed and is not grossly unfair to the creditor (Article 6:119a(5)). A maximum of 30 days applies where the buyer is a large legal entity (one that, on two consecutive balance sheet dates, did not meet at least two of the criteria of Article 2:397(1) and (2) of the Dutch Civil Code) and the seller is a natural person acting in the course of a business or profession, or a legal entity that did meet at least two of those criteria; a clause to the contrary is void (Article 6:119a(6)). If no payment date was agreed, statutory commercial interest is in the basic case due from 30 days after the start of the day following the day on which the buyer received the invoice (Article 6:119a(2)(a)).

Which documents do you need for a purchase agreement?

Dutch law does not prescribe a general list of documents for a purchase agreement. In a business sale, the following documents usually make up the contract:

1. General Terms and Conditions – These are the legal conditions that govern the relationship between parties involved in an agreement, such as payment terms or delivery dates.
2. Purchase Order – A document which confirms what goods/services have been agreed upon by both buyer and seller.
3. Contractual Clauses – Specific clauses which may include intellectual property rights, warranties or indemnities.
4. Signatures – A contract is binding once an offer has been accepted, even without signatures (Article 6:217(1)). Signatures make the contract easier to prove. A written agreement is required for the purchase of a house by a private individual (Article 7:2(1)).

Depending on the transaction, other documents may be needed, such as a notarial deed for real estate or shares, a trade register extract showing who can sign for the other party, or export documents. There is no general obligation to file a purchase agreement with the Chamber of Commerce or any other authority.

How do you negotiate a Dutch purchase agreement?

During negotiations, keep in mind when you become bound. An offer can be revoked, unless it contains a period for acceptance or its irrevocability follows from the offer in another way, and only as long as it has not been accepted and no acceptance has been sent (Article 6:219(1) and (2)). An offer stated to be without obligation (vrijblijvend) can even be revoked immediately after acceptance (Article 6:219(2)). An acceptance that deviates from the offer counts as a new offer and as a rejection of the original one (Article 6:225(1)); if it deviates only on minor points, the contract is formed on the terms of the acceptance, unless the offeror objects to the differences without delay (Article 6:225(2)).

To ensure that negotiations are successful, both sides should be prepared to discuss the terms of the contract, including any potential termination clauses or contingencies. It’s also helpful to have an understanding of Dutch laws governing contractual agreements as well as any applicable regulations or other legal considerations related to the transaction.

When bargaining over a Dutch purchase agreement, there are several things that must be taken into account by all parties involved. The most obvious factor is price: what will the buyer pay for the goods? Additionally, provisions regarding liability and indemnification should be discussed prior to agreeing on a final deal. Furthermore, attention should also be paid to payment structure (upfront vs installment), delivery times, warranties and guarantees offered by either side and specific terms relating to product or service quality. All these issues can influence how successfully the two sides come together in making a mutually beneficial arrangement for themselves.

Finally, before signing, check that you are comfortable with every clause. Agree in particular who bears the risk if the goods are lost or damaged in transit or after delivery; without an arrangement, Dutch law places the risk on the buyer from delivery (Article 7:10(1)).

What should you check before signing?

When signing a Dutch purchase agreement, check who you are contracting with and who may sign. A trade register extract shows who represents a Dutch company. A BV is represented by its board and, unless the articles of association provide otherwise, by each director; the articles may also provide that a director can only act together with others (Article 2:240(1) and (2)). Within those limits, the authority to represent is unlimited and unconditional, except where the law provides otherwise (Article 2:240(3)). The contract takes effect when it is concluded; no fee has to be paid for that.

If you buy a house as a private individual, you have a statutory cooling-off period: for three days after the signed agreement or a copy has been handed to you, you can rescind the purchase (Article 7:2(2)). This cannot be set aside to your detriment, except in a standard arrangement under Article 6:214 (Article 7:2(4)). Apart from this and other specific consumer rules, a signed purchase agreement can in principle only be changed or ended with the other party’s consent or on a contractual or statutory ground.

Furthermore, prior to entering into a purchase agreement it is critical to review applicable laws and regulations which could affect its terms and conditions. This should include reviewing product safety requirements, consumer protection norms, as well as general data privacy standards if relevant. All these factors should be given due consideration when negotiating and agreeing upon the contract’s clauses and provisions.

Finally, both parties will need to agree on how disputes arising from this contract will be resolved. A dispute resolution clause should address matters relating to arbitration or court proceedings, so that each party knows what steps they need to take if any issues arise during implementation of the agreement. These considerations are all fundamental aspects of signing a Dutch purchase agreement that cannot be overlooked by either parties involved in this transaction.

What does a Dutch purchase agreement cost?

A purchase agreement does not have to be filed or registered to be valid, and there is no filing fee. The costs depend on the transaction: legal fees for drafting or review and, for real estate, notary fees, Land Registry fees and transfer tax.

Four points on costs:

• No filing with the Chamber of Commerce (Kamer van Koophandel) or any other register is required for a purchase agreement.
• For real estate, the notary’s fees for the deed of transfer and the Land Registry fees are often borne by the buyer in Dutch practice, but the contract decides who pays.
• Transfer tax is levied on the acquisition of real estate located in the Netherlands (Article 2(1) Legal Transactions Taxes Act); the rate depends on the type of property.
• If a dispute goes to court, court fees (griffierecht) are due under the Court Fees Act in Civil Cases, and the losing party is in principle ordered to pay the legal costs (Article 237(1) Dutch Code of Civil Procedure).

Ask for a fee estimate in advance and agree in the contract who bears which transaction costs.

How do you cancel, amend or enforce the agreement?

The parties can always end a purchase agreement by mutual agreement. A party can also rescind (ontbinden) the contract unilaterally if the other party fails to perform, unless the failure, given its special nature or minor importance, does not justify rescission with its consequences (Article 6:265(1)). Rescission takes place by a written declaration of the party entitled to it, or by an electronic declaration if the contract was concluded electronically (Article 6:267(1)). It can also be pronounced by the court at that party’s request (Article 6:267(2)). The declaration only needs to come from the party that rescinds, not from both parties.

Rescission releases the parties from the obligations affected by it; performance already rendered must be undone (Article 6:271). Article 6:265 is default law, so the contract can regulate rescission differently, within the limits that apply to consumers (for example, a clause in general terms that excludes or limits a consumer’s right of rescission is regarded as unreasonably onerous, Article 6:236(b)).

An amendment is itself an agreement and, like the original contract, needs no particular form unless the law or the contract requires one (Article 3:37(1)). Record amendments in writing and have both parties sign them, so that they can be proved. If the contract says that changes must be made in writing, follow that clause.

If a party does not perform, the other party can ask the court to order performance (Article 3:296(1)) and claim damages. A claim for performance of a contractual obligation to give or to do is time-barred five years after the start of the day following the day on which the claim became due (Article 3:307(1)); for non-conforming goods the rule of Article 7:23(2) applies. A judgment can then be enforced by a bailiff.

How are purchase disputes resolved in the Netherlands?

Without an agreement on dispute resolution, a purchase dispute is decided by the competent court.

The Netherlands has developed its own legal framework for resolving disputes via options such as arbitration or court proceedings.

Arbitration is only possible if the parties have agreed to it, either before a dispute arises (arbitration clause) or afterwards (submission agreement) (Article 1020(1) and (2) Dutch Code of Civil Procedure). If such an agreement exists, the court declares that it has no jurisdiction if a party invokes the arbitration agreement before putting forward any other defence, unless the agreement is invalid (Article 1022). Whether arbitration is faster or cheaper than court proceedings depends on the case.

Some contracts require the parties to negotiate or mediate first before going to court or arbitration. Such a clause is contractual, not a statutory requirement; check its wording and any deadlines before you start proceedings.

Which special rules apply when you buy real estate in the Netherlands?

The general sales rules also apply to real estate, but special rules protect private buyers of a home. The purchase of a house by a private individual must be in writing (Article 7:2(1)), and that buyer has the three-day cooling-off period of Article 7:2(2). These two rules do not apply to, among other things, hire-purchase or a public auction before a notary (Article 7:2(5)).

A private buyer of a home cannot be required to prepay the price. The contract can, however, provide that the buyer deposits an amount of up to 10% of the price with a notary, or provides equivalent security such as a bank guarantee, to secure performance of its obligations (Article 7:26(4)).

In practice, buyers of real estate should check three things:

• Taxation: transfer tax on the acquisition (Article 2(1) Legal Transactions Taxes Act) and any exemption that may apply.
• Inspections: have the property inspected before you sign. You cannot rely on defects you knew of, or could reasonably have known of, when the contract was concluded (Article 7:17(5)).
• Ownership and encumbrances: check in the Land Registry who the owner is and whether mortgages or attachments are registered. The seller must transfer the property free of special burdens and restrictions, except those you expressly accepted (Article 7:15(1)).

Ownership only passes when the notarial deed of transfer has been registered (Article 3:89(1)). Between signing and transfer, the buyer can protect its position by registering the purchase agreement in the public registers (Article 7:3(1)). Certain later acts, such as a later sale or encumbrance by the seller, an attachment registered later, or the seller’s bankruptcy declared after the day of registration, then cannot in principle be invoked against the buyer (Article 7:3(3)). That protection lapses with retroactive effect if the property has not been delivered to the buyer within six months of registration (Article 7:3(4)).

When does a Dutch purchase agreement end?

A purchase agreement is concluded as soon as an offer is accepted (Article 6:217(1)); it does not wait until documents have been exchanged. The contract can contain conditions. A condition precedent (for example a financing condition) postpones the effect of the obligation until the event occurs; a condition subsequent ends the obligation when the event occurs (Article 6:22).

A party that fails to perform is liable for the resulting damage, unless the failure cannot be attributed to it (Article 6:74(1)).

An ordinary sale ends when both parties have performed: the goods have been delivered and the price has been paid. Dutch law sets no fixed duration or notice period for a sale.

Long-term supply agreements are different. If such an agreement for an indefinite period does not regulate termination, it is in principle terminable, but reasonableness and fairness may require a sufficiently weighty ground, a notice period or an offer of compensation (Hoge Raad 28 October 2011, ECLI:NL:HR:2011:BQ9854, para. 3.5.1). If the agreement does contain a termination clause, it is in principle terminable under that clause, although reasonableness and fairness can impose further requirements, and reliance on the clause can be unacceptable in the circumstances (Hoge Raad 16 May 2025, ECLI:NL:HR:2025:763, para. 3.2).

The next section explains three clauses that often appear in Dutch purchase agreements for real estate.

What are the age clause, non-occupancy clause and self-occupancy clause?

Age clause (ouderdomsclausule). Dutch purchase agreements for older buildings often contain a clause stating that the building is old, that the quality standards for new buildings cannot be applied, and that the buyer accepts the risk of defects that are typical for a building of that age. The clause is not in the Civil Code. It is a contractual clause that helps determine what the buyer was entitled to expect under Article 7:17(2). How far it reaches depends on its wording and on the circumstances.

Non-occupancy clause (niet-zelfbewoningsclausule). If the seller never lived in the property himself, for example because he inherited or let it, the agreement may state that he cannot provide information about defects from his own experience and that the buyer accepts the resulting risk. Neither clause gives the seller a free pass. A seller who knew of a defect and should have told the buyer may face annulment of the contract for mistake (Article 6:228(1)(b)). Annulment takes place by an out-of-court declaration or by a court judgment (Article 3:49); once the purchase of real estate has led to a registration or a deed of transfer, an out-of-court declaration only works if all parties accept the annulment (Article 3:50(2)). In addition, a contractual rule does not apply to the extent that this would be unacceptable by standards of reasonableness and fairness (Article 6:248(2)).

Rights & Obligations

• Buyer’s rights: the buyer is entitled to transfer of ownership and delivery of the property with its accessories, including the title documents that are present (Article 7:9(1)).
• Seller’s obligations: the seller must transfer the property free of special burdens and restrictions, except those the buyer expressly accepted (Article 7:15(1)); existing mortgages are therefore released at completion. Repairs before completion are only required if the parties agreed on them.

Payment Terms

• Deposit: a private buyer of a home cannot be required to prepay the price; the contract can only provide for a deposit of up to 10% with a notary or equivalent security (Article 7:26(4)). In business transactions, the parties can agree on a deposit or prepayment.
• Financing condition: a buyer who needs a mortgage loan can agree on a condition that allows it to rescind the purchase if it does not obtain financing by a certain date.

Self-occupancy clause (zelfbewoningsplicht). In new-build projects and when a municipality sells land, the purchase agreement may oblige the buyer to live in the property himself for a certain period and not to let or resell it. Such a clause is often backed by a penalty clause (boetebeding, Article 6:91). At the debtor’s request, the court can reduce an agreed penalty if fairness clearly so requires, but not below the damages due under the law (Article 6:94(1)).

Check these clauses before you sign, especially if you are a foreign buyer who will not live in the property full time.

What should a checklist for a Dutch purchase agreement include?

Use this checklist when you prepare or review a Dutch purchase agreement:

1) Determine the applicable rules: Book 7 of the Dutch Civil Code, the CISG for international sales of movable goods (exclude it if you do not want it to apply), and any mandatory consumer rules.

2) Draft Carefully: When writing your purchase agreement, strive for clarity at every turn. Make sure you use plain language that everyone can easily understand without having to refer back to complicated legalese or jargon-filled clauses. Additionally, lay out specific timeframes whenever possible, from delivery dates to payment schedules, so expectations are clear from day one.

3) Protect your interests: agree on retention of title, warranties, limitations of liability, a clear procedure for notifying defects (the statutory rule is Article 7:23(1)), termination rights and a dispute resolution clause. For real estate, check the Land Registry, the age and non-occupancy clauses and any self-occupancy obligation.

Frequently asked questions about purchase agreements under Dutch law

What is a sale and purchase agreement under Dutch law?

It is a contract in which the seller undertakes to give a thing and the buyer undertakes to pay a price in money for it (Article 7:1 Dutch Civil Code). “Sale and purchase agreement”, “purchase and sale agreement” and “purchase contract” are names for the same contract.

The agreement only creates obligations. Ownership passes by a separate delivery: for movable things by giving possession (Article 3:90(1)), for real estate by a notarial deed registered in the public registers (Article 3:89(1)).

Is a purchase agreement binding without a signature?

Yes, in principle. A contract is formed by offer and acceptance (Article 6:217(1) Dutch Civil Code), and declarations can be made in any form unless the law provides otherwise (Article 3:37(1)). Under the CISG, too, a sale need not be in writing (Article 11 CISG).

The main exception is the purchase of a house by a private individual. That agreement must be in writing, and the buyer may rescind it within three days after the signed agreement or a copy has been handed over (Article 7:2(1) and (2)).

What is an age clause in a Dutch purchase agreement?

An age clause (ouderdomsclausule) states that the property is old, that new-build standards cannot be applied, and that the buyer accepts the risk of defects typical for its age. It is a contractual clause, not a statutory rule.

It affects what the buyer was entitled to expect under Article 7:17(2) Dutch Civil Code. It does not necessarily protect a seller who knew of a defect and should have disclosed it (Article 6:228(1)(b)), and reliance on it can be unacceptable by standards of reasonableness and fairness (Article 6:248(2)).

When and how must the buyer pay the purchase price?

Unless agreed otherwise, the buyer pays at the time and place of delivery (Article 7:26(2) Dutch Civil Code). In a consumer sale, the buyer can be required to prepay at most half of the price.

For real estate, payment goes through the notary: the money must have left the buyer’s control when the deed of transfer is signed and only reaches the seller after registration (Article 7:26(3)). A private buyer of a home cannot be required to prepay, but can be asked for a deposit of up to 10% (Article 7:26(4)).

Does the CISG apply to a purchase agreement with a Dutch party?

The CISG applies to a sale of movable goods between parties whose places of business are in different States, if those States are Contracting States (Article 1(1)(a) CISG) or if the rules of private international law lead to the law of a Contracting State (Article 1(1)(b)). It also applies when Dutch law has been chosen, unless the parties have excluded it (Article 6 CISG).

It does not apply to, among other things, goods bought for personal, family or household use (unless the seller neither knew nor ought to have known of that use), sales by auction, securities, ships and aircraft (Article 2 CISG), and it does not cover real estate, because it only concerns movable goods. Questions of validity and of ownership are left to the applicable national law (Article 4 CISG).

Primary sources

Dutch statutes are only officially available in Dutch, on wetten.overheid.nl. Judgments can be found on rechtspraak.nl by their ECLI number.

• Dutch Civil Code (Burgerlijk Wetboek) Book 2: Articles 2:196 and 2:240
• Dutch Civil Code Book 3: Articles 3:33, 3:35, 3:37, 3:40, 3:49, 3:50, 3:84, 3:89, 3:90, 3:92, 3:296 and 3:307
• Dutch Civil Code Book 6: Articles 6:22, 6:74, 6:82, 6:83, 6:91, 6:94, 6:119a, 6:217, 6:219, 6:225, 6:227, 6:228, 6:233, 6:235, 6:236, 6:237, 6:247, 6:248, 6:265, 6:267 and 6:271
• Dutch Civil Code Book 7: Articles 7:1, 7:2, 7:3, 7:4, 7:5, 7:6, 7:9, 7:10, 7:15, 7:17, 7:23, 7:26, 7:47 and 7:400
• Dutch Code of Civil Procedure (Wetboek van Burgerlijke Rechtsvordering): Articles 237, 1020 and 1022
• Legal Transactions Taxes Act (Wet op belastingen van rechtsverkeer): Article 2
• Court Fees Act in Civil Cases (Wet griffierechten burgerlijke zaken)
• UN Convention on Contracts for the International Sale of Goods (CISG), Articles 1, 2, 4, 6, 11 and 39
• Hoge Raad 13 March 1981, ECLI:NL:HR:1981:AG4158 (Haviltex); Hoge Raad 28 October 2011, ECLI:NL:HR:2011:BQ9854; Hoge Raad 16 May 2025, ECLI:NL:HR:2025:763

When should you contact a Dutch contract lawyer?

Contact a Dutch contract lawyer before you sign if the transaction is significant, if the sale is cross-border and the CISG may apply, if you buy real estate, or if the other party proposes its own general terms. A lawyer can also help when a dispute arises about conformity, payment or rescission, where the deadlines of Article 7:23 Dutch Civil Code matter.

Our contract attorney in the Netherlands (Amsterdam), Remko Roosjen, would be happy to be of assistance.