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Buying a yacht from a Dutch seller, or having one built at a Dutch yard? The law you choose in the contract applies. Without a choice, a sale of goods is in principle governed by the law of the seller’s country, here Dutch law. A private buyer may keep his home country’s protection. As a Dutch contract lawyer at MAAK Advocaten in Amsterdam, I review these clauses before you sign.
For the purchase process itself, see buying a yacht under Dutch law and our page on yachting lawyers in the Netherlands.
Which law applies if the yacht contract says nothing?
For a sale of goods, the law of the seller’s habitual residence; for a company, its place of central administration. A yacht from a Dutch dealer or yard is therefore in principle governed by Dutch law, unless the buyer is a protected consumer.
A Dutch court applies the Rome I Regulation: Article 4(1)(a) for the seller, Article 19(1) for a company’s residence. “In principle”, for two reasons. Article 4(1) applies without prejudice to Article 6: if a private buyer is protected under Article 6(1), the law of his habitual residence applies instead. And Article 4(3) allows another law if the contract is “manifestly more closely connected” with another country.
Which law applies to a yacht built or refitted by a Dutch yard?
Without a choice, in principle the law of the country where the yard has its central administration, whether the contract counts as a sale or as a service. A private client may be the exception.
Article 4(1)(a) and (b) Rome I refer to the seller and the service provider respectively; for a mixed contract, Article 4(2) refers to the party effecting the “characteristic performance”. A private client may be protected by Article 6 Rome I; if the build counts as a service performed only in the Netherlands, Article 6(4)(a) may exclude that protection. Under Dutch law, a building contract with a private client is also treated as a consumer sale (Article 7:5(4) Dutch Civil Code).
Can you choose the law that governs your yacht purchase?
Yes. The parties can choose the law of any country, for the whole contract or part of it, and can change that choice later. The choice must be express or clearly follow from the contract or the circumstances.
That is Article 3(1) and (2) Rome I. Make the choice express in the signed contract and align it with the choice of court. More on drafting such a clause: choosing Dutch law in international contracts.
You are buying a yacht in another country, and the contract comes from the seller. I start with one clear dispute clause: which law applies, which court decides, and whether the Vienna Sales Convention applies. Those three points belong together, in one place in the contract.
Does a private buyer keep his own consumer protection?
Yes, under conditions. A private buyer keeps the mandatory protection of the country where he habitually resides, if the seller pursues its business there or directs it to that country and the purchase falls within that business.
Under Article 6(1) and (2) Rome I, the parties may still choose Dutch law, but that choice cannot deprive the consumer of the mandatory rules of the country of his habitual residence. Residence counts, not nationality. Three limits apply:
- The buyer must be a natural person buying outside his trade or profession, not a company.
- The seller must act professionally. Buying from another private owner falls outside Article 6; whether a sale through a professional broker counts is not settled by the text.
- If the seller neither pursues nor directs its business to the buyer’s country, Articles 3 and 4 apply (Article 6(3)). Services supplied exclusively outside the consumer’s country are excluded (Article 6(4)(a)); a refit carried out only in the Netherlands may fall under that.
If Dutch law applies, a sale to a private buyer through a professional agent acting for a private owner counts as a consumer sale, unless the buyer knew the owner was not a professional (Article 7:5(2) Dutch Civil Code). In a consumer sale, the buyer’s statutory rights for the seller’s failure to perform cannot be limited or excluded (Article 7:6(1)).
As a private buyer you want to know whether you are still protected. That depends on two things: are you buying from a business or a private owner, and does that business target your country, for example with adverts in your language? Record how the seller approached you and whether a broker is involved.
Got the seller’s draft? Have the governing law clause reviewed by a Dutch lawyer first.
Does the Vienna Sales Convention (CISG) apply to a yacht?
Not necessarily. The CISG excludes sales “of ships, vessels, hovercraft or aircraft”, without saying whether a pleasure yacht is such a vessel. It also excludes purchases for personal use the seller knew or should have known of. Settle it in the contract.
The exclusions are in Article 2(e) and (a) CISG; the Netherlands has applied the Convention since 1 January 1992. It covers sales between parties in different Contracting States, or where private international law leads to the law of a Contracting State (Article 1(1)). A new build can count as a sale; a contract mainly for labour, such as a refit that is mostly work, falls outside it (Article 3). Parties may exclude the Convention (Article 6). Background: the CISG.
With a yacht, you do not want a debate about which sales law applies once a defect appears. So I simply write it into the contract: does the Convention apply, yes or no. My advice for a used yacht or a private buyer: exclude it expressly.
Which court decides a dispute with a Dutch seller or yard?
The court the parties chose in writing, if that choice is valid. Without a choice, a business is in principle sued where it is domiciled. A business buyer from another EU country can also be sued where the yacht was to be delivered.
If the parties, “regardless of their domicile”, agree in writing on a court in an EU Member State, that court has jurisdiction, exclusively unless agreed otherwise and unless the agreement is void under that State’s law (Article 25(1) Brussels I bis Regulation); a durable electronic record counts as writing (Article 25(2)). Without a choice, Article 4(1) points to the defendant’s domicile. For a sale of goods, and unless agreed otherwise, Article 7(1)(b) adds the place in a Member State where the goods were or should have been delivered under the contract: a Dutch marina, for example. See also Dutch jurisdiction in international disputes.
Can a Dutch seller sue a private buyer in the Netherlands?
In general, not if the buyer lives in another EU country and the seller targets that country. The seller can then sue him only in his own country, while the buyer may choose. A court clause agreed in advance does not change that.
Under Articles 17(1)(c) and 18 Brussels I bis, a consumer may sue in the seller’s country or at his own domicile; the seller may sue him only in the Member State of his domicile. Article 19 allows another court only by an agreement made after the dispute arose, one giving the consumer extra options, or between parties in the same Member State. A contrary clause has no legal force (Article 25(4)).
Which court decides if the buyer lives outside the EU?
A written choice of a Dutch court still works. Without one, the buyer can sue a Dutch seller or yard in the Netherlands. If the seller sues, Dutch procedural law decides unless a treaty applies; delivery in the Netherlands then suffices.
The Dutch seller is sued at its domicile (Article 4(1) Brussels I bis). Against a defendant not domiciled in a Member State, national rules apply, subject to Article 25 (Article 6(1) Brussels I bis). Those Dutch rules apply subject to treaties (Article 1 Dutch Code of Civil Procedure). For buyers in Switzerland, Norway and Iceland, the Lugano Convention has its own rules; this article does not cover them. Under Dutch rules, a Dutch court has jurisdiction over a contractual obligation performed or to be performed in the Netherlands (Article 6(a) Dutch Code of Civil Procedure). For a sale of goods that is the place of delivery under the contract, unless agreed otherwise (Article 6a).
Does the contract decide who owns the yacht?
Not on its own. Under Dutch conflict rules, title to a yacht follows the law of the country where it is located. For a registered ship, it follows the law of the state of registration.
That is Article 10:127(1) and (2) Dutch Civil Code; the CISG does not deal with title either (Article 4). A yard’s right to keep a yacht until it is paid (right of retention) follows the law of the underlying legal relationship, but can only be exercised as far as the law of the place where the yacht lies permits (Article 10:129).
Example: a Belgian buyer and a Dutch dealer
Suppose a private buyer living in Antwerp buys a used motor yacht from a Dutch dealer that advertises in Belgium. The dealer’s terms choose Dutch law and the court in Amsterdam. This is an illustration, not a real case.
The choice of Dutch law stands, but the buyer keeps Belgium’s mandatory protection (Article 6 Rome I). He can sue in Belgium or the Netherlands; the dealer only in Belgium (Article 18 Brussels I bis).
What should a Dutch yard or seller agree with a foreign client?
Put the choice of law, the choice of court and the CISG position in the signed contract itself, and fix the place of delivery. Against a private client living in another EU country you target, a court clause will in general not hold.
A foreign client is an opportunity, and you do not want a dispute to take you before a court abroad. For any yacht of real value, I recommend a contract negotiated for the deal, with the dispute clause in the main text and signed by the client, rather than terms sent afterwards. Agree that the yacht is delivered in the Netherlands, and secure yourself: payment before delivery and retention of title.
When do you need a Dutch lawyer for a cross-border yacht deal?
Before you sign, when the seller’s or yard’s draft arrives. Also when a defect appears and you must decide where to sue, or when the other side sues abroad.
A dispute clause that fits takes little time to draft; a dispute about which court has jurisdiction does not. As a Dutch contract lawyer at MAAK Advocaten, I check the choice of law, the choice of court and the CISG wording against your situation. You can focus on your yacht; we handle the legal side.
How is a cross-border yacht contract handled, step by step?
We start from your goal: a yacht delivered as agreed and, if needed, a court that works for you. Then we follow four steps:
- Establish who contracts, where the yacht is delivered and whether a consumer is involved.
- Advise on the law, the court and the CISG, in one clause.
- Negotiate the wording with the seller, broker or yard.
- In a dispute: negotiation and, where the Dutch courts have jurisdiction, proceedings in first instance and on appeal. For defects and conflicts, see a yacht dispute in the Netherlands.
Frequently asked questions
Which law applies to a yacht bought from a Dutch seller?
The law chosen in the contract. Without a choice, a sale of goods is in principle governed by the law of the seller’s habitual residence (Article 4(1)(a) Rome I): for a Dutch seller, Dutch law. A protected private buyer keeps his home country’s mandatory rules, or, without a choice, its law (Article 6).
Does the CISG apply to the sale of a yacht?
Not necessarily. Article 2(e) CISG excludes sales of “ships, vessels, hovercraft or aircraft”, without saying whether a pleasure yacht qualifies; purchases for personal use are excluded too (Article 2(a)). Parties can exclude the Convention expressly (Article 6).
Can a Dutch yard require me to litigate in the Netherlands?
Between businesses, a written choice of a Dutch court is in principle exclusive (Article 25(1) Brussels I bis). A private client living in another EU country whom the yard targets can, in general, only be sued in his own country (Articles 18 and 19).
Does it matter whether I buy privately or through my company?
Yes. The consumer rules of Rome I and Brussels I bis protect a natural person buying outside his trade or profession from a professional seller who targets his country (Article 6 Rome I, Article 17 Brussels I bis). A company buying a yacht falls under the general rules on choice of law and choice of court.
When should I involve a Dutch lawyer in a yacht purchase?
Before signing, when the seller’s draft arrives. At MAAK Advocaten we check the governing law clause, the choice of court and the CISG wording against how you buy, so you know which law and which court apply before you pay.
Primary sources
- Regulation (EC) No 593/2008 (Rome I): Articles 3, 4, 6 and 19
- Regulation (EU) No 1215/2012 (Brussels I bis): Articles 4, 6, 7, 17, 18, 19 and 25
- Article 1, Article 2, Article 3, Article 4 and Article 6 United Nations Convention on Contracts for the International Sale of Goods (CISG)
- Article 7:5 and Article 7:6 Dutch Civil Code: consumer sales
- Article 10:127 and Article 10:129 Dutch Civil Code: property and retention in private international law
- Article 1, Article 6 and Article 6a Dutch Code of Civil Procedure: jurisdiction of the Dutch courts
Buying or building a yacht across the border? Send me the draft contract: call +31 20 210 31 38 or send your question through the page yachting lawyers in the Netherlands. — Remko Roosjen
