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The biggest pitfalls in sales agreements are a vague description of the goods, a missing retention of title clause, ambiguity regarding the transfer of risk, and a B2B contract being used indiscriminately for consumer sales. These are all errors that you only feel when something goes wrong: non-payment, a damaged delivery, or a complaint about defects. Below are the most important pitfalls and how to avoid them.
The short answer
- Vague description: unclear what exactly was sold.
- No retention of title: in the event of non-payment, you are left empty-handed.
- Transfer of risk unclear: who bears the cost of damage during transport.
- Warranty and conformity unmentioned: endless discussions about defects.
- B2B contract for consumers: invalid, prohibited terms.
- General terms and conditions submitted too late: they are then not binding.
Pitfall 1: a vague description of the matter
“A batch of goods” or “the machine” almost guaranteed leads to disputes. Describe the item concretely: brand, type, quantity, condition (new or used), and specifications. Also state what is *not* included and whether installation or maintenance is part of the purchase. An inaccurate description is the most common source of conflict — and the easiest to avoid.
Pitfall 2: no retention of title
Without a retention of title clause (Art. 3:92 BW), the buyer becomes the owner immediately, even if payment has not yet been made. If the buyer goes bankrupt, you are an ordinary creditor and will rarely see your goods again. With a retention of title clause, you remain the owner until full payment and can reclaim the goods. Include this in both the contract and your general terms and conditions.
Pitfall 3: unclear risk transition
Who bears the cost of damage or loss during transport? By default, the risk transfers upon delivery (Art. 7:10 BW), but this is often not clearly agreed upon during shipment. Specify the moment at which the risk transfers. Note the distinction:
- B2B: you are free to agree on when the risk transfers, often via Incoterms.
- Consumer purchase: the transport risk mandatorily only transfers upon receipt — you cannot contract that away.
Pitfall 4: Conformity and warranty left unmentioned
The law requires that the delivered goods conform to the agreement (Art. 7:17 BW), but if you do not describe what the buyer may expect, disputes will arise as soon as something falls short of expectations. State what the product is suitable for, which warranty applies (duration, coverage, procedure), and within what timeframe a complaint must be reported. In consumer sales, you cannot exclude statutory conformity and warranty; do not attempt to do so either, as such clauses are invalid.
Pitfall 5: a B2B contract for consumers
One of the most dangerous mistakes: literally reusing a B2B model for sales to private individuals. Mandatory rules apply to consumer purchases — excluded liability, short complaint periods, or contracting away the warranty are prohibited or voidable. Use a separate version for consumers that respects statutory protection.
Pitfall 6: handing over general terms and conditions too late
Your general terms and conditions are only binding if the buyer has received them before or at the time of concluding the purchase. If you only refer to them on the invoice, they do not apply — including your retention of title and limitation of liability. Therefore, hand over the terms and conditions in a timely manner and ensure that the buyer has accepted them.
Practical example
A supplier sold based on an old model without retention of title, with general terms and conditions that were only mentioned on the invoice. When a buyer went bankrupt with €40,000 in unpaid inventory, he could recover nothing: no valid retention of title, no binding conditions. Two pitfalls at once, one expensive lesson.
Honest recommendation
For a simple, one-off purchase with a reliable party, you do not need to hire a lawyer — simply pay attention to a concrete description and a clear payment term yourself. As soon as money is involved on a regular basis, you deliver on credit, allow payment in installments, or sell to consumers, these pitfalls become truly costly. In that case, have your template checked once for retention of title, transfer of risk, warranty, and the B2B/consumer distinction, and then feel free to reuse it.
Read more: drafting a purchase agreement and purchase agreement example. Flawless tailor-made: purchase agreement.
Frequently Asked Questions
A vague description of the item and a missing retention of title clause. The former leads to disputes about what was sold, while the latter leaves you empty-handed in the event of non-payment or bankruptcy of the buyer.
Without a retention of title clause, the buyer becomes the owner immediately, even if unpaid. In the event of bankruptcy, you are an ordinary creditor. With a retention of title clause (Article 3:92 of the Dutch Civil Code), you remain the owner until full payment and can reclaim the goods.
It is often not agreed who bears damage during transport. By default, the risk transfers upon delivery (Art. 7:10 BW). In B2B, you are free to arrange this; in consumer sales, the risk mandatorily transfers only upon receipt.
No. Mandatory rules apply to consumer purchases: excluded liability, excessively short complaint periods, or contracting away the warranty are prohibited or voidable. Use a separate version that respects statutory protection.
Only if the buyer has received and accepted them before or at the conclusion of the purchase. If you only refer to them on the invoice, they do not apply — including your retention of title and limitation of liability.
The law requires conformity (Art. 7:17 BW), but without a description of what the buyer may expect, disputes arise in the event of a defect. Specify suitability, warranty (duration, coverage, procedure), and a complaint period. For consumers, you cannot exclude statutory protection.
For a simple, one-off purchase, you can ensure a concrete description and clear payment terms yourself. For delivery on account, installment payments, or consumer sales, it is advisable to have your model checked once.
