What is retention of title (eigendomsvoorbehoud) under Dutch law?

Dutch term: Eigendomsvoorbehoud | Legal basis: Article 3:92 of the Dutch Civil Code

Retention of title (eigendomsvoorbehoud) under article 3:92 of the Dutch Civil Code allows a seller to retain ownership of goods until the buyer has paid the purchase price in full. If the buyer becomes insolvent before paying, the seller can reclaim the goods rather than ranking as an unsecured creditor in the bankruptcy.

A properly drafted retention of title clause is one of the most powerful security instruments available to sellers under Dutch law. It is effective against the buyer, against the buyer's other creditors, and against the bankruptcy trustee, provided the clause is clearly worded and properly incorporated into the contract or the seller's general terms and conditions.

Dutch law supports ordinary retention of title (covering the specific goods sold) and, to a more limited extent, extended retention of title covering onwards sales and processed goods. The extended forms require careful drafting to survive insolvency challenges, and not all formulations that work in other jurisdictions are effective under Dutch law.

Why it matters for international businesses

For suppliers and manufacturers selling goods to Dutch buyers, a properly drafted retention of title clause is essential credit protection. See our purchase agreement lawyer page for drafting advice, or contact us directly.