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What is a sales agreement for movable property? It is a written contract in which a seller and buyer record the sale of movable property — think of machinery, business inventory, stock, or vehicles. Movable property consists of goods that are not permanently attached to the ground or a building. The agreement regulates price, delivery, transfer of risk, ownership, and warranty. In a B2B transaction, this is the difference between a smooth settlement and a dispute over who is responsible for what.
The short answer
- What: contract for the sale of movable goods (machinery, inventory, stock, vehicles).
- Movable: not permanently attached to land or a building — that distinguishes it from immovable property.
- Core: price, delivery, transfer of risk, retention of title and warranty.
- Why in writing: proof of agreements and protection in case of non-payment or defects.
- Particularly relevant: for larger amounts, used machines, or deliveries on credit.
What exactly is a purchase agreement for movable property?
A sales agreement for movable property establishes that one party sells a movable asset and the other party buys it for a price. Legally, this falls under Title 7.1 of the Civil Code (sale). Movable property consists of all items that are not immovable: immovable property includes the land and everything permanently attached to it, such as buildings. All other items—a lathe, a forklift, a consignment of raw materials, office furniture—are movable.
For small individual purchases, an order confirmation is often sufficient. However, as soon as substantial amounts, custom-made machines, or delivery on credit are involved, a written purchase agreement is advisable.
When do you use it?
- Machine sales: production machines, tools, or installations between companies.
- Business inventory: acquisition of shop fittings, kitchen appliances, or office furniture.
- Inventory: sale of a batch of goods or raw materials in a single transaction.
- Vehicles: commercial vehicles, delivery vans or transport equipment.
- Assets in a business acquisition: the individual items that transfer in an asset transaction.
The most important provisions
What a good agreement regulates:
- Description of the item: brand, type, serial number, quantity, condition (new or used).
- Price and payment: amount, VAT, installments and payment term.
- Delivery: place, time, and who arranges and pays for the transport.
- Transfer of risk: from which moment the risk of damage or loss lies with the buyer.
- Retention of title: seller remains the owner until full payment has been made.
- Conformity and warranty: does the item comply with what was agreed, and which warranty applies.
Transfer of risk and ownership
Two concepts are often confused. Ownership generally passes upon delivery, unless you agree on a retention of title clause — in which case the seller remains the owner until the last euro has been received. That is the strongest security against non-payment: if the buyer goes bankrupt before paying, the seller can reclaim the goods.
risk passes upon delivery. Unless otherwise agreed, the buyer bears the risk of damage or loss from that moment on, even if payment has not yet been made. When shipping, it is advisable to explicitly specify the moment of transfer (for example, ex works or free on board).
Conformity and warranty in B2B
The delivered item must conform to the agreement: it must possess the characteristics the buyer could reasonably expect. In B2B, there is more contractual freedom than in consumer sales — parties may mutually regulate warranties, complaint periods, and liability. Therefore, specify: the applicable warranty period, the time limit within which the buyer must file a complaint after discovering a defect, and whether liability is limited. A used machine is often sold “as is” (in its existing condition) — so record this accordingly.
Practical example
A metalworking company sells a used CNC milling machine to a competitor for €45,000, with payment in three installments. The agreement stipulates a retention of title until full payment, delivery ex works (buyer arranges transport, so risk transfers upon collection), and sale in as-is condition with a short warranty on the control system. The buyer goes bankrupt after the second installment — thanks to the retention of title, the seller reclaims the machine instead of joining the line of creditors.
Honest recommendation
For a single purchase of limited value, you do not need a lawyer — a clear order confirmation stating the price, delivery date, and payment terms suffices. However, consulting a lawyer is advisable when dealing with larger amounts, used machinery where the condition may be open to dispute, delivery on credit, or custom installations. It is precisely the retention of title, the transfer of risk, and the warranty provisions that determine who bears the brunt if things go wrong. Getting these three properly arranged is not a luxury.
Read more: purchase agreement for movable property, drafting it yourself and the pitfalls.
Frequently Asked Questions
A written contract for the sale of movable goods such as machinery, inventory, stock, or vehicles. It regulates price, delivery, transfer of risk, ownership, and warranty. Movable property consists of goods that are not permanently attached to land or a building.
Immovable property consists of the land and everything permanently connected to it, such as buildings. Movable property comprises all other assets: machinery, vehicles, furniture, and inventory. The sale of immovable property is conducted through a notary; the sale of movable property is not.
In principle, upon delivery. If you agree on a retention of title clause, the seller remains the owner until full payment. This protects the seller in the event of the buyer's bankruptcy: the goods can then be reclaimed.
According to the law, upon delivery. From that moment on, the buyer bears the risk of damage or loss, even if payment has not yet been made. In the case of shipment, it is advisable to explicitly specify the moment of transfer, for example ex works or free on board.
In B2B, parties may mutually regulate warranty, complaint periods, and liability; there is more contractual freedom than in consumer sales. Stipulate the warranty period, complaint period, and any limitation of liability in the agreement.
Yes, in B2B you can sell in as-is condition and limit the warranty. Document this explicitly and describe the condition and known defects. This prevents disputes regarding conformity after delivery.
Not legally required, but highly recommended for larger amounts, used machines, or delivery on credit. Recording in writing provides proof of price, delivery, retention of title, and warranty should a dispute arise.
