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An example of a purchase agreement for movable property shows which provisions really matter when selling machinery, inventory, stock, or vehicles: the description of the item, price and payment, delivery and transfer of risk, retention of title, and conformity and warranty. Below, you will go through what should be included in each article, with the wording you encounter in practice. This shows you what makes or breaks a good contract.
The short answer
- Article 1: Parties and description of the case.
- Article 2: purchase price, VAT and payment.
- Article 3: Delivery and transfer of risk.
- Article 4: Retention of title until full payment.
- Article 5: Conformity, warranty and complaint period.
- Article 6: Liability and applicable law.
Example of a purchase agreement for movable property: the structure
A clear agreement begins with the parties and the matter. Article 1 lists the seller and buyer with Chamber of Commerce details, followed by the description: “Seller sells to buyer one CNC milling machine, brand [X], type [Y], year of manufacture [year], serial number [nr], in used condition.” The more precise, the less room for discussion regarding what has been sold.
Price, delivery and risk
Article 2 sets out the price, stating whether the amount is exclusive of VAT, and the payment arrangements (for example: 30% upon signing, 70% within 14 days after delivery). Article 3 regulates delivery: “Delivery takes place at the seller’s business location. The risk of damage to or loss of the goods passes to the buyer at the moment of actual delivery.” In the case of shipment, you explicitly state who bears the transport risk.
Retention of title — the core
Article 4 is most important for the seller delivering on credit. The standard wording reads: “The delivered item remains the property of the seller until the buyer has paid the purchase price in full. As long as full payment has not been made, the buyer is not permitted to alienate, pledge, or otherwise encumber the item.” This provision makes all the difference in the event of the buyer’s bankruptcy: the seller can reclaim the item instead of having to submit as a concurrent creditor. Agree on this before or at the time of delivery.
Conformity and warranty
Article 5 regulates whether the item conforms to what has been agreed. For new equipment: “Seller guarantees that the item is free from material and construction defects for [period].” For used: “The item is sold in its existing condition (as is). Seller provides no warranty on used parts.” Add a complaint period: “Buyer must report visible defects in writing within [X] days after delivery, and other defects within [X] days after discovery.”
Liability and final provisions
- Limitation of liability: for example, limited to the purchase price, excluding consequential damages — permitted in B2B.
- Applicable law: Dutch law and the competent court.
- Entire agreement: this agreement supersedes previous agreements.
- Signature: place, date and signature of both parties.
Practical example
A printing company sells a used cutting machine for €18,000 and uses the above structure. Article 1 describes the machine with its serial number, Article 4 contains the retention of title until payment, and Article 5 states sale in as-is condition with a seven-day complaint period for visible defects. After three weeks, the buyer reports a “hidden” defect that was already visible upon delivery — the printing company is in a strong position due to the stipulated complaint period and the “as-is” clause.
Honest recommendation
A template is a fine starting point, but don't copy it verbatim. For a simple sale of new goods for cash payment, you can safely fill in a template yourself — no lawyer needed. Do ensure that the key clauses (retention of title, transfer of risk, warranty) fit *your* situation. For used machinery, delivery on credit, or large sums, it is wise to have the template tailored by a lawyer; that is precisely where the difference lies between a contract that holds up and one that is flawed.
Read more: purchase agreement for movable property, drafting it yourself and the pitfalls.
Frequently Asked Questions
Typically structured into articles: parties and description of the goods, price and payment, delivery and transfer of risk, retention of title, conformity and warranty, and liability under applicable law. Each article clearly defines one subject.
In the case of delivery on credit, the retention of title applies: the seller remains the owner until full payment. This protects him in the event of the buyer's bankruptcy. In addition, the transfer of risk and the warranty provision determine who bears the brunt if things go wrong.
For example: “The delivered item remains the property of the seller until the buyer has paid the purchase price in full. As long as payment has not been made, the buyer may not alienate, pledge, or encumber the item.” Agree on this before or at delivery.
With a 'as is' clause: “The item is sold in its current condition. The seller provides no warranty on used parts.” Describe the condition and known defects. This way, conformity is not open to discussion for a used machine.
That is sensible. For example: report visible defects within a few days of delivery, and other defects within a period after discovery. This prevents the buyer from raising defects weeks later that were already visible at the time of delivery.
As a starting point, it is fine, but tailor the core clauses to your situation. New or used, cash or on credit, with or without warranty: these choices determine the wording. For large amounts or used machines, it is advisable to have a lawyer fine-tune the terms.
A limitation of liability (permitted in B2B), applicable Dutch law with the competent court, a provision that the agreement supersedes prior agreements, and signature with place and date by both parties.
