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Drafting a purchase agreement involves clearly defining the item, the price, the delivery date, the payment term, and the consequences of defects. The law (Book 7 of the Dutch Civil Code) already regulates much, but it is precisely the points left open by the law—retention of title, warranty, transfer of risk, and liability—that determine whether you are in a strong position in the event of problems. Below are the provisions that should be included and the choices you must make consciously.
The short answer
- Parties and case: who is selling what, exactly described.
- Price and payment: amount, VAT, installment(s) and consequences of late payment.
- Delivery and risk: where, when, and at what moment the risk passes.
- Retention of title: seller remains owner until full payment.
- Conformity and warranty: what can the buyer expect, what warranty do you provide.
- Liability and disputes: limitation, applicable law, competent court.
Drafting a purchase agreement: start with the basics
Name the parties in full (name, Chamber of Commerce number, address) and describe the item so concretely that no dispute can arise: brand, type, quantity, condition (new or used), and any specifications. Vague descriptions (“a batch of goods”) are the most common source of conflict. Also specify what is *not* included, and whether additional services (installation, maintenance) are covered by the purchase.
Price, VAT and payment
Enter the amount excluding and including VAT, the currency, and the payment term. Explicitly state what happens in the event of late payment:
- Payment term: for example 14 or 30 days after invoice date.
- Interest and costs: statutory commercial interest and collection costs in case of default.
- Installment payment: for delivery in installments or large amounts, link installment payments to milestones.
- Suspension: specify whether and when you may suspend delivery in the event of non-payment.
Delivery and transfer of risk
Determine the place and time of delivery and, crucially, when the risk passes. By default, the risk passes upon delivery (Art. 7:10 BW), but between businesses, you may arrange this differently. In the case of shipment, this is essential: does the buyer bear the risk during transport, or only after receipt? In international trade, Incoterms are often used for this. Note: in a consumer purchase, the transport risk only passes upon receipt — this cannot be contracted away.
Retention of title
One of the most important protections for the seller. With a retention of title clause (Art. 3:92 BW), you remain the owner of the delivered goods until the buyer has paid in full. If he fails to pay, you can reclaim the goods instead of litigating for years as an ordinary creditor. Include the clause in both the agreement and your general terms and conditions, and ensure that these conditions are handed over before or at the time of concluding the purchase.
Conformity, warranty and liability
The law requires that the product conforms to the agreement (conformity, Art. 7:17 BW). Make it clear yourself what the buyer may expect and what guarantee you provide:
- Description and use: what is the product suitable for, what properties do you promise.
- Warranty: duration, coverage and the procedure for claiming it.
- Complaint period: within what period must the buyer report a defect.
- Limitation of liability: in B2B, you may limit liability (for example, to the invoice value), provided it is not unreasonably burdensome. With consumers, this is not automatically possible.
Disputes and applicable law
Conclude with the legal preconditions: which law applies, which court has jurisdiction, and whether you wish to pursue mediation or consultation first. This is indispensable for cross-border sales — without an agreement, the Vienna Sales Convention may apply, which you may or may not consciously wish to exclude.
Practical example
A wholesaler regularly supplies retailers on credit. The standard contract stipulates a payment term of 30 days, a retention of title clause until full payment, and a complaint period of 8 days after receipt. When a customer went bankrupt with unpaid stock in the warehouse, the wholesaler was able to reclaim the goods based on the retention of title clause — the investment in a single good model paid for itself in one go.
Honest recommendation
For a simple, one-off transaction, you can easily draft a short agreement yourself covering the subject matter, price, delivery, and payment terms — you don't need a lawyer for that. However, have a contract drafted or reviewed on a one-off basis if it involves recurring deliveries, payment in installments, high stakes, international trade, or sales to consumers. You will use that template time and again afterward, so the costs are spread across all your future sales.
Read more: what is a purchase agreement and purchase agreement example. Tailor-made: purchase agreement.
Frequently Asked Questions
The parties, a concrete description of the item, the price (incl. VAT), the payment term, the place and time of delivery, and the moment of transfer of risk. For protection, add retention of title, warranty, and a complaint period.
This way, as the seller, you remain the owner until the buyer has paid in full (Art. 3:92 BW). If he fails to pay, you can reclaim the delivered item instead of having to litigate as an ordinary creditor. Include this in your general terms and conditions as well.
In B2B, you may limit liability, for example to the invoice value, provided the clause is not unreasonably burdensome. When selling to consumers, this is not automatically possible: you cannot exclude statutory conformity and warranty.
Specify whether the buyer bears the risk during transport or only after receipt. In B2B, you are free to agree on this (often via Incoterms). In a consumer purchase, the risk mandatorily only transfers upon receipt.
Sensible in B2B: a time limit within which the buyer must report defects provides clarity and limits subsequent claims. The time limit must be reasonable. For consumers, notification within a reasonable time suffices.
Determine the applicable law and the competent court. In the case of international sales, the Vienna Sales Convention may otherwise apply; consider carefully whether to exclude this. A dispute resolution clause may first require consultation or mediation.
For comparable B2B transactions, yes. However, a B2B model does not work for consumer purchases: mandatory rules apply there. In that case, use a separate, adapted version so that you do not include invalid clauses.
