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Having a yacht built at a Dutch shipyard? Your yacht building contract is usually a construction contract under Dutch law: the yard builds and delivers, you pay the price. Before you sign, fix the specification, change orders, secured stage payments, title to the hull, sea trials and warranty. As a Dutch contract lawyer at MAAK Advocaten in Amsterdam, I draft and review them for owners and yards.
See also our page on yachting lawyers in the Netherlands. Buying an existing boat? See buying a yacht under Dutch law.
Is a yacht building contract a construction contract or a sale under Dutch law?
Usually a construction contract (aanneming van werk): the yard undertakes to build and deliver a physical work for a price. If a private individual commissions the yacht from a professional yard, consumer sales law applies as well.
The definition is in Article 7:750 Dutch Civil Code (DCC). Under Article 7:5(4) DCC, such a contract is “also” a consumer sale (consumentenkoop) if the client is a natural person acting outside his business. Where the two sets of rules conflict, the sales rules prevail.
For building works on land, see Dutch construction contracts.
What should a yacht building contract with a Dutch shipyard cover?
Seven subjects: specification, price and change orders, stage payments, title to the hull, delivery date, sea trials, and warranty with a dispute clause. For each, Dutch law has a fallback rule.
| Subject | What you agree | Dutch fallback rule |
|---|---|---|
| Specification | Drawings as annexes, order of precedence | Yard’s duty to warn, Art. 7:754 DCC |
| Price and changes | Fixed price; written, priced changes | Estimated price max. 10% over, Art. 7:752; changes, Art. 7:755 DCC |
| Stage payments | Per milestone; refund guarantee or hull rights | Private client: max. half in advance unless the contract says otherwise, Arts. 7:26, 7:6(2) DCC |
| Title to the hull | Registration; transfer or mortgage | Arts. 8:194 and 8:784 DCC |
| Delivery date | Strict date and delay penalty | Arts. 6:83 and 6:91 DCC |
| Sea trials and delivery | Test programme, punch list, reservations | Art. 7:758 DCC; private client also Art. 7:23 DCC |
| Warranty and disputes | Warranty, governing law, forum | Art. 7:761 DCC; Rome I; Brussels I bis |
My first question is not the price, but what exactly is being built. The specification and drawings become annexes, with a rule on which one wins if they conflict.
How do you protect stage payments to a Dutch yard?
Link each instalment to a visible milestone and get security in return: a bank guarantee for repayment, or rights in the hull itself. A private client pays at most half in advance, unless the contract itself provides otherwise.
That limit is in Article 7:26(2) DCC. The contract itself may deviate from it. A higher advance set only in the yard’s general terms, however, is deemed unreasonably onerous (Article 7:6(2) DCC). If the yard misses a milestone, you may suspend the matching payment (Article 6:262 DCC). A refund guarantee is purely contractual; no Dutch statute regulates it. Its wording decides what the bank pays and when.
You pay a large part of the price before your yacht exists, so every instalment should buy you something. I link payments to milestones, not dates. When the yacht is built in the Netherlands, I agree in the contract that the hull is registered as a ship under construction. You then hold title or a mortgage on the yacht itself. A bank guarantee is a good addition.
Got the yard’s draft? Have the yacht building contract reviewed by a Dutch lawyer first.
Who owns the hull during yacht construction in the Netherlands?
Agree it in the contract, because Dutch law gives no ready answer for a building contract. A hull under construction in the Netherlands can, however, be entered in the Dutch ship register. Title then passes only by notarial deed and registration.
Under Article 5:16(2) DCC, whoever “forms or has formed” a new thing for himself from materials that do not belong to him becomes its owner. Here, that depends on the agreement. Certainty comes from teboekstelling: registration in the Dutch ship register kept by the Kadaster. A ship under construction can be registered only if built in the Netherlands (Article 8:194 and Article 8:784 DCC). Transfer then requires a notarial deed and entry in the public registers (Article 3:89(4) DCC). A ship mortgage (scheepshypotheek) is also possible (Article 8:197 DCC; Article 24 Land Registry Act).
What happens to your yacht if the Dutch yard goes bankrupt?
It depends on your arrangements. As owner of the hull you can in principle claim it. As mortgagee you can in principle exercise your mortgage as if there were no bankruptcy.
An owner may claim his property from anyone holding it without right (Article 5:2 DCC); “in principle”, because a yard may have a right of retention. A mortgagee acts “as if there were no bankruptcy” (Article 57 Dutch Bankruptcy Act). The bankruptcy trustee (curator) can, however, set you a reasonable term to sell (Article 58 Dutch Bankruptcy Act). On the contract itself, you can set the trustee a reasonable term in writing to choose. If he performs, he must provide security (Article 37 Dutch Bankruptcy Act).
News about the yard’s finances is unsettling: you have paid a lot and your yacht is at the yard. First the facts: how far is the build, what have you paid, and what is in your name? Do not pay for a missed milestone. I would rather agree a workable new schedule with the yard than escalate straight away.
How do you fix the price and handle change orders?
Choose a fixed price and agree that change orders count only if ordered in writing, with their price and effect on the delivery date. With an estimated price, the yard may exceed it by up to 10% without warning you.
That 10% is in Article 7:752(2) DCC. For changes you request, the yard can charge more only if it warned you in time of the price increase (Article 7:755 DCC). The exception: you should have understood it yourself. Even with a fixed price, the yard can ask the court to adjust it for unforeseeable cost increases. It must have warned you as soon as possible (Article 7:753 DCC). So agree who carries the risk of rising material prices.
My advice is a fixed price with a change order procedure. Every change goes on paper, with price and effect on delivery, before the yard starts.
How do you fix the delivery date and a delay penalty?
Agree a strict delivery date with a delay penalty per week. Once a strict date passes, the yard is in default without further notice. If late delivery becomes likely before that date, the court can dissolve the contract.
Default without notice follows from Article 6:83(a) DCC; otherwise you send a written notice of default with a reasonable term (Article 6:82 DCC). A delay penalty is a penalty clause (boetebeding) under Article 6:91 DCC, which Dutch law enforces. The court may reduce it only if fairness clearly requires (Article 6:94 DCC). Unless agreed otherwise, it replaces statutory damages (Article 6:92(2) DCC). Early dissolution: Article 7:756(1) DCC. Delay conflict? See a yacht dispute in the Netherlands.
How do sea trials, delivery and warranty work?
Agree sea trials with tests fixed in advance, and a punch list with repair deadlines. After delivery the yacht is at your risk. A business client can then no longer claim for defects he should reasonably have found at delivery.
That is Article 7:758(2) and (3) DCC. Dutch law knows tacit acceptance: once the yard reports the yacht ready, inspect it and accept or refuse within a reasonable time, or you are deemed to have accepted it (Article 7:758(1)). If you commission the yacht as a private individual, the consumer sales rules prevail in a conflict (Article 7:5(4) DCC). You can then in principle still rely on a defect after delivery, with notice within two months of discovery (Article 7:23(1) DCC). A business client must protest within a reasonable time (Article 6:89 DCC). A defect claim is time-barred two years after your protest, and at the latest ten years after delivery. Twenty years applies only to buildings (Article 7:761 DCC).
Delivery is when responsibility for the yacht passes to you. Bring your own surveyor on the sea trial. Put every finding on the punch list with a deadline, and never sign “accepted” without reservation while points remain open.
Later defects? See your rights for yacht defects.
Which law and which court apply to a foreign owner?
Agree both in writing. Parties may choose the law, but a private owner in principle keeps the mandatory protection of his country of residence if the yard pursues or directs its business there. Between businesses, a written choice of an EU court is exclusive.
The law the parties choose governs the contract (Article 3(1) Rome I Regulation). Under Article 6(1) and (2) Rome I, a consumer keeps the mandatory protection of the law of his habitual residence. Conditions: the yard pursues or directs its activities in or to that country, and the contract falls within them. Article 6(4) contains exceptions, such as services supplied exclusively outside that country (point (a)). A written choice of court of a Member State is exclusive unless agreed otherwise (Article 25(1) Brussels I bis Regulation). Against a private owner domiciled in another EU Member State, a court clause agreed before the dispute generally has no effect. The yard can sue him only in his own country; he may also sue the yard there (Articles 17–19 and 25(4) Brussels I bis). An arbitration clause is proven by a written document (Articles 1020 and 1021 Dutch Code of Civil Procedure). In general terms against a private client, it must give him at least one month after the yard invokes it in writing to choose the competent court (Article 6:236(n) DCC).
Example: a superyacht hull under construction
Suppose a British entrepreneur commissions a motor yacht from a Dutch yard through his holding company. The yard’s English draft links payments to dates and is silent on the hull. This is an illustration, not a real case.
On review, the dates become milestones and the hull is registered under construction, with a mortgage for the client. A strict delivery date with a penalty is added. As a company contracts, the consumer rules do not apply.
When do you need a Dutch lawyer for a yacht build?
Ideally before you sign, when the yard’s draft arrives, often in English. Also when an instalment is due before the milestone is visible, the delivery date slips, or you hear news about the yard’s finances.
A sound building contract prevents most disputes. As a Dutch contract lawyer at MAAK Advocaten, I review or draft the yard’s contract. I focus on what decides matters later: security, title to the hull, delivery and the dispute clause.
If you are the yard, make the agreements verifiable: a shared specification, signed change orders and payments that follow the build. For a custom build or a foreign client, I recommend a fully negotiated contract rather than general terms. If you see an error in the client’s design, report it in writing at once (Article 7:754 DCC).
How does MAAK Advocaten work on yacht building contracts?
We start from your goal: a yacht delivered on time, or, as a yard, a project within budget. Our four steps:
- Review the contract and name the risks.
- Propose missing clauses, such as registration and security.
- Negotiate with the yard or the client.
- In a dispute: negotiation and, where needed, proceedings before the Dutch courts in first instance and on appeal, or arbitration if agreed.
Frequently asked questions
Is a yacht building contract a sale of goods under Dutch law?
Usually it is a construction contract (aanneming van werk, Article 7:750 DCC). If a private individual commissions it from a professional yard, it is also a consumer sale (Article 7:5(4) DCC).
How much can a Dutch yard ask in advance?
Between businesses, that is free to agree. Unless the contract itself provides otherwise, a private individual pays at most half in advance (Article 7:26(2) DCC). A higher advance set only in general terms is deemed unreasonably onerous (Article 7:6(2) DCC).
Can I register a yacht under construction in my name in the Netherlands?
Yes, if the hull is being built in the Netherlands: the owner can register it with the Kadaster as a ship under construction (Articles 8:194 and 8:784 DCC). Agree that title then passes to you by notarial deed, or that you get a mortgage.
Does Dutch consumer protection apply if I build through a company?
No. The consumer rules require a natural person acting outside his business or profession (Article 7:5 DCC; Article 6(1) Rome I). If your holding company signs, security must come from the contract: milestones, a refund guarantee or rights in the registered hull.
When should I involve a Dutch lawyer in a yacht building contract?
Preferably before signing, when the yard’s draft arrives. At MAAK Advocaten we review the specification, payments, security, delivery and dispute clause, so the terms are settled before construction starts.
Primary sources
- Article 7:750, Article 7:752, Article 7:753, Article 7:754, Article 7:755, Article 7:756, Article 7:758 and Article 7:761 Dutch Civil Code: construction contracts (aanneming van werk)
- Article 7:5, Article 7:6, Article 7:23 and Article 7:26 Dutch Civil Code: consumer sales
- Article 6:82, Article 6:83, Article 6:89, Article 6:91, Article 6:92, Article 6:94, Article 6:236 and Article 6:262 Dutch Civil Code: default, notice of defects, penalty clauses, general terms, suspension
- Article 3:89, Article 5:2 and Article 5:16 Dutch Civil Code: property and transfer
- Article 8:194, Article 8:197 and Article 8:784 Dutch Civil Code: ships under construction, registration and mortgage
- Article 24 Dutch Land Registry Act (Kadasterwet): mortgage on a ship under construction
- Article 37, Article 57 and Article 58 Dutch Bankruptcy Act (Faillissementswet): mutual contracts and mortgagees in bankruptcy
- Article 1020 and Article 1021 Dutch Code of Civil Procedure: arbitration agreements
- Regulation (EC) No 593/2008 (Rome I): Articles 3 and 6
- Regulation (EU) No 1215/2012 (Brussels I bis): Articles 17, 18, 19 and 25
Building a yacht at a Dutch yard, or a yard with a foreign client? Send me the draft contract and specification: call +31 20 210 31 38 or send your question through the page yachting lawyers in the Netherlands. — Remko Roosjen
