Purchase agreement lawyer in the Netherlands
MAAK Advocaten drafts, negotiates, reviews and enforces purchase agreements under Dutch law for international businesses. Our purchase agreement practice covers B2B sales of goods, equipment and machinery, supply contracts and framework purchase agreements for ongoing trading relationships, and the disputes that arise when goods are not delivered on time, not conforming, or not paid for.
A purchase agreement (koopovereenkomst) under Dutch law sits in Title 1 of Book 7 of the Dutch Civil Code, starting at article 7:1. The regime covers sale of goods in general, with specific rules for consumer sales (which are heavily protective and outside the scope of this page), commercial sale between businesses, and certain sub-categories such as sale of immovable property. For cross-border sales of goods between parties in different states, the CISG (UN Convention on Contracts for the International Sale of Goods) often applies in parallel or instead of the domestic Dutch rules, which is covered on our CISG lawyer page.
This page focuses on purchase agreements under Dutch domestic law: when the parties are both in the Netherlands, or when the parties have chosen Dutch law and explicitly excluded the CISG, or where the transaction is a one-off B2B sale that does not fit into the CISG scope. The legal framework is distinct, the drafting questions are different, and the commercial considerations usually come down to delivery, conformity, payment and risk.
When Dutch domestic sale of goods law applies
Dutch domestic sale of goods law applies when the parties are both located in the Netherlands, when the CISG does not apply to the transaction, or when the parties have explicitly opted out of the CISG and chosen Dutch law. The scope question matters because the substantive rules differ on several important points, including the remedies for non-conformity and the passing of risk.
A typical scenario is a purchase contract between a Dutch buyer and a Dutch seller of industrial equipment, a framework supply agreement between a Dutch manufacturer and its Dutch component supplier, or a sale of specific assets in a commercial transaction. In each of these the Dutch Civil Code provisions are the primary legal framework, supplemented by general contract rules in Book 6 and, where the parties have agreed them, by general terms and conditions.
For B2B sales between parties in different EU or CISG-contracting states, the CISG almost always applies by default unless excluded. Because a simple "Dutch law applies" clause does not exclude the CISG (the CISG is part of Dutch law), parties that want pure Dutch domestic sale of goods law to apply to an international transaction need to draft the opt-out explicitly. See our practical guide on how to draft a CISG opt-out clause.
Conformity of goods under Dutch law
The seller's primary obligations under a Dutch purchase agreement are to transfer ownership of the goods, to deliver them, and to deliver goods that conform to the contract. Conformity is the area that produces most of the disputes, and the Dutch rule is set out in article 7:17 of the Dutch Civil Code.
Under article 7:17 of the Dutch Civil Code, goods conform to the contract if they have the characteristics that the buyer was entitled to expect in the circumstances, considering the nature of the goods, the purpose for which they were acquired (where disclosed or obvious), and any specific information provided by the seller. The buyer is entitled to expect that the goods are suitable for normal use and for any particular use that the seller was aware of. Non-conformity is a breach that triggers the usual remedies under Book 6 of the Dutch Civil Code: specific performance, suspension of the buyer's own performance, damages, and rescission (ontbinding) in serious cases.
Two practical rules often come up. First, the buyer must examine the goods within a reasonable time after delivery and must notify the seller of any defect within a reasonable time after discovery, under article 7:23 of the Dutch Civil Code. Failure to give timely notice can extinguish the buyer's rights entirely, and "reasonable" is assessed against the nature of the transaction and the goods, the relationship between the parties, and commercial practice. For B2B purchases, the reasonable notice period can be short, sometimes a matter of days or weeks. Drafting the notice period explicitly in the contract avoids the uncertainty.
Second, the seller may limit its liability for non-conformity through general terms and conditions or contract provisions, but subject to the limits imposed by the general rules on unreasonably onerous terms (article 6:233 of the Dutch Civil Code) and the reasonableness standard of article 6:248. Exoneration clauses in B2B sales are generally enforceable in the Netherlands as long as they are not unreasonably one-sided, but the exact limits are drafted and litigated on a case-by-case basis.
Delivery, risk and retention of title under Dutch law
Three structural questions need to be clear in every Dutch purchase agreement: when and where delivery takes place, when risk passes from seller to buyer, and whether the seller retains title until payment. Each of these has a default rule under Dutch law and each is almost always adjusted by contract.
The default rule for delivery is found in articles 7:9 and 7:10 of the Dutch Civil Code, which specify that delivery is made by placing the goods at the disposal of the buyer at the place and in the manner agreed in the contract, or in the absence of agreement, at the place where the seller has its place of business. Risk generally passes on delivery. In practice, B2B purchase agreements almost always specify delivery and the passing of risk through an Incoterm (DDP, DAP, FCA, EXW and others), which takes precedence over the default rules and allocates risk, cost and responsibility for insurance and customs clearly between the parties.
Retention of title (eigendomsvoorbehoud) under article 3:92 of the Dutch Civil Code is a powerful instrument for the seller. A properly drafted retention of title clause allows the seller to retain ownership of the goods until the buyer has paid the purchase price in full, which means that the seller can reclaim the goods in a buyer's insolvency rather than ranking as an unsecured creditor. Dutch law supports ordinary retention of title and, to a more limited extent, extended retention of title covering onwards sales and processed goods. The clause needs to be drafted carefully to survive insolvency challenges, and we draft and review retention of title clauses as part of our general purchase agreement work.
Payment terms and security under Dutch law
Payment is the third recurring area of dispute, and the rules are as much about Dutch commercial practice and enforcement mechanisms as about the substantive contract law.
Dutch purchase agreements should specify the purchase price, the payment schedule, the invoicing mechanics, and the consequences of late payment. The statutory default, for commercial transactions, is set by the Dutch implementation of the EU Late Payment Directive (2011/7/EU), which provides for statutory commercial interest (currently calculated based on the ECB reference rate plus a statutory margin) and a fixed compensation for recovery costs. These default rules apply automatically unless the contract provides more favourable terms for the creditor, and they cannot be deviated from to the detriment of the creditor on key points.
Payment security matters when the amounts are material. Common Dutch-law structures include advance payments, bank guarantees, parent company guarantees, documentary credits, and retention of title (discussed above). For larger purchase transactions, we also advise on the interaction with Dutch insolvency rules, which determine what happens to the seller's claim if the buyer becomes insolvent during the performance of the contract.
Where payment is not made, enforcement moves into the territory of debt collection and potentially litigation. Dutch pre-judgment attachment (conservatoir beslag) is an effective tool to secure a payment claim quickly, often before any court ruling on the underlying claim. Summary proceedings (kort geding) are available for undisputed or clearly due amounts and deliver a judgment within weeks. For disputed claims that need a full merits decision, regular court proceedings (or the Netherlands Commercial Court in English, where appropriate) are the route.
Drafting and reviewing purchase agreements under Dutch law
A well-drafted purchase agreement addresses each of the areas above explicitly: conformity, notice of defect, delivery and Incoterms, passing of risk, retention of title, payment terms and security, and dispute resolution. A poorly drafted agreement leaves the parties to litigate the defaults, which is rarely an efficient way to resolve a commercial problem.
Our drafting and review work on Dutch purchase agreements typically covers:
- Framework supply agreements governing an ongoing purchase relationship with a defined product range
- One-off purchase agreements for significant capital equipment, machinery or plant
- Purchase orders and acknowledgements, including the battle-of-forms issues that arise when both parties refer to their own general terms
- Warranty and service-level provisions, including acceptance testing and commissioning procedures
- Quality agreements attached to longer-term supply arrangements
- Purchase terms for import into the EU through the Netherlands, including allocation of EU product compliance obligations (covered in more detail on our product compliance page)
For review mandates, the turnaround is usually one to three working days for a standard commercial purchase contract, faster for urgent matters. The output is a marked-up document plus a short business-language memo highlighting the points that need negotiation.
Disputes under Dutch sale of goods law
Most purchase agreement disputes fall into three categories: the buyer claims the goods do not conform, the buyer complains that delivery is late or incomplete, or the seller claims the buyer has not paid. Each of these runs through the standard Dutch contract law remedies, but the procedural approach differs depending on which side we act for.
For a buyer facing non-conforming goods, the first legal steps are usually: put the seller formally in default by written notice (ingebrekestelling), preserve the evidence of the defect (photographs, technical reports, expert inspection), suspend any further payment under article 6:262 of the Dutch Civil Code to the extent proportional to the breach, and decide between specific performance (repair, replacement), damages, or rescission. Each route has different requirements and different consequences, and picking the wrong one can be expensive.
For a seller facing non-payment, the steps are faster: formal notice, interest calculation, debt collection letter, and depending on the response, either pre-judgment attachment to secure the claim or direct summary proceedings for a payment order. Most unpaid B2B invoices in the Netherlands get paid before the first hearing, because the combination of attachment and kort geding is effective.
Working with MAAK Advocaten on purchase agreements
We act for both buyers and sellers, depending on the matter. Our purchase agreement work runs in English, German and Dutch, clients reach the specialist handling the file directly, and fees are agreed in advance as described on our lawyer fees page: fixed fees for drafting and review mandates, hourly rates for negotiated disputes and enforcement work. The purchase agreement practice is led by Remko Roosjen.
If you are negotiating a purchase agreement with a Dutch counterparty, reviewing a contract sent by a supplier, dealing with a non-conformity dispute, or trying to collect an unpaid invoice from a Dutch buyer, an initial conversation is at no charge. Read more about MAAK Advocaten.
Related terms in our legal dictionary: non-conformity of goods, retention of title, notification of defect, calculating statutory interest.
Related pages: Dutch contract law guide, Dutch contract lawyer, CISG, breach of contract litigation, debt collection, product compliance.
Call +31 20 210 31 38, email mail@maakadvocaten.nl, or visit our contact page. MAAK Advocaten is based at Kraanspoor 34, 1033 SE Amsterdam.
Frequently Asked Questions
How quickly must a buyer notify the seller of non-conforming goods under Dutch law?
Is a retention of title clause effective in the buyer's insolvency?
What is the statutory interest rate for late commercial payments in the Netherlands?
Dutch purchase agreement lawyer
"Purchase contracts are a bread-and-butter part of any commercial law practice, but the ones that end up in my inbox almost always share the same pattern. A buyer and a seller did business on a handshake or on a short-form purchase order, something went wrong, and now the question is whether the goods conformed, whether the notice of defect was timely, whether title had passed, and whether the buyer still has to pay.
The best time to get advice on a purchase agreement is before signing. The second-best time is the moment a defect is suspected or an invoice is unpaid. The worst time is weeks later, because Dutch law gives both sides short fuses on notice and action.
I act for both buyers and sellers, in English, German or Dutch."
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Last reviewed: April 15, 2026 by MAAK Advocaten N.V.