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Drafting a retention of title clause

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Mr. Jaime Boogaers
Mr. Jaime Boogaers
Corporate Law
Attorney, 16 years of experience

A legal document must not only be legally correct. Above all, it must align with how the entrepreneur will actually use the document

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Our lawyers and in-house counsel specialize in drafting, reviewing, and amending legal documents and contracts. We look not only at the legal text but also at how you use the document in practice.

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from 99.- per document

Do you already have a document, but are unsure if it is still correct? We check content, risks, and practical usability.

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Is your document outdated, copied, generated with AI, or no longer suitable? We check and adjust the document.

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About us

Our expertise

Our lawyers and in-house counsel specialize in drafting, reviewing, and amending legal documents and contracts. We look not only at the legal text but also at how you use the document in practice.

Custom solutions for your industry

Every business operates differently. That is why we take your industry, customers, working methods, and specific risks into account.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Fixed rates in advance
  • Tailored legal solutions for entrepreneurs
  • Thousands of agreements per year

Reviews (21)

Sebastian

The expertise was immediately evident from the first contact. The speed with which complex legislative changes were integrated into our document was excellent. Our clients are responding positively to the clear general terms and conditions.

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Ilham

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Victor

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Emre

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Jessica

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Amine

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Meet our office

Our ContractCheck, simply explained what can all go wrong.

Why MKB Juristen?

Since 2001, we have been active as a no-nonsense legal firm for entrepreneurs. We quickly get to the heart of the matter: with a thorough assessment, clear answers, and a document that works practically.

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What you can expect from us

We translate your situation into a legal document that you can actually use. You won't receive a loose template, but a document tailored to your business, agreements, and risks.

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Are you unsure whether you should have the document drafted, checked, or amended?
During the initial consultation, we will determine the sensible course of action together. Afterward, you will know exactly where you stand.

Why customization?

A legal document only works well if it aligns with your business, agreements, risks, and industry. That is why we do not work with a standard generator, but with legal experts who assess your situation.

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You will receive a legal document that is practical and aligns with the agreements you wish to make.

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The founders of MKB Juristen

Our organization consists of several small teams working within various legal fields. Each legal field has its own senior in-house counsel and/or lawyers.

Denian Wielhouwer

Corporate lawyer in corporate law & business expert

Denian Wielhouwer

Annelore Hendriks

Corporate lawyer, corporate law, administrative law

Annelore Hendriks

Ilja van Driel

Corporate law attorney, employment law

Ilja van Driel

Jaime Boogaers

Corporate law, ICT & privacy law, energy law attorney

Jaime Boogaers
Custom choices

Which choices determine the content?

The correct wording depends on your situation and what is stipulated in the underlying agreements. With these choices, you tailor the letter to your specific case.

Choice or question Why this matters legally
Was the retention of title validly stipulated? The reservation must have been agreed upon in advance, for example in the agreement or applicable general terms and conditions; check whether those conditions have been accepted.
Is this a standard or extended reservation? A standard reservation covers the outstanding delivery; an extended reservation may also include other claims arising from the business relationship and requires a more precise description.
Are the items still identifiable and unedited? If the goods have been processed, mixed, or resold, your ownership rights may have been affected and a different strategy is required.
Is the customer in default or bankrupt? In the event of bankruptcy, the appeal is lodged through the trustee and short time limits apply; in the case of mere default, you address the customer directly.
Do you want the items back or enforce payment? Choose consciously between repossessing the goods or proceeding for payment; this choice determines the tone and conclusion of the letter.
Clauses and provisions

Which elements belong in an invoked retention of title?

An effective invocation of the retention of title is a written declaration by which you assert your title and reclaim the goods. The following elements ensure that your claim is legally sound and provable.

Provision Relevant to Legal point of attention
Reference to the basis Always Name the agreement and the conditions in which the retention of title was stipulated, with the date and reference number.
Reliance on retention of title Always Expressly declare that you are claiming ownership because (full) payment is outstanding.
Description of the items Always Specify which delivered items are concerned, if possible with article numbers, serial numbers, or delivery notes.
Outstanding amount Always State the unpaid invoice amount underlying the claim, with invoice numbers.
Demand for restitution Always Request the purchaser to make the goods available for return within a specific period.
Access and pickup appointment Generally Request cooperation to collect the items or make an appointment; in case of refusal, you reserve your rights.
Reservation of rights Always Expressly reserves all other rights, such as damages and interest, and the right to collect the remainder.
Proof of shipment Always Send by registered mail or email with confirmation of receipt so that the date and receipt are established.
Use in practice

How do you use this document correctly?

Invoking retention of title is time-sensitive. By taking the steps in the correct order, you retain your priority and prevent your claim from being diluted.

Situation What should you do? Point of attention
As soon as payment is structurally overdue Verify whether the retention of title has been validly stipulated and draft the letter of call. Acting in a timely manner prevents goods from being resold or processed.
In the event of impending bankruptcy Send the appeal immediately in writing and with verifiable proof to the purchaser or trustee. After a declaration of bankruptcy, every day counts; a demonstrably timely appeal protects your position.
After shipping Keep the proof of shipment and record agreements regarding returns in writing. In the event of a dispute, you must be able to demonstrate when and how you invoked the right.
In case of refusal or lack of response Engage legal assistance in a timely manner for debt collection or legal action. Prevents your rights from becoming time-barred or effectively unenforceable.
Common mistakes

Common mistakes

When invoking retention of title, things often go wrong regarding form, timing, or substantiation. The following mistakes regularly cost entrepreneurs their business or their priority.

Wrong Consequence Better approach
No retention of title stipulated in advance Without a valid clause, you have no stronger right than an ordinary creditor. Include the reservation as standard in your agreement or general terms and conditions and ensure that they have been accepted.
Responding too late regarding payment problems The assets have been resold, processed, or the estate is empty. Monitor payment behavior and invoke the reservation immediately at the first serious signals.
Invoke verbally or informally You cannot prove that and when you invoked the law. Always call in writing and with verifiable proof, by registered mail or email with confirmation of receipt.
Insufficiently specify matters It is unclear which goods you are reclaiming, which is blocking the return. Describe the items concretely using delivery notes, serial numbers, and invoice details.
Remove items without authorization Risk of trespassing or unlawful act and liability. Request cooperation and, in case of refusal, involve the court or a bailiff.
Risk profile

What is your situation and what do you pay attention to?

The approach varies depending on the situation. Recognize your scenario and know what you need to be particularly vigilant about.

Risk profile Example Focus in the document
Customer does not pay but is still active The goods are still with the purchaser and are identifiable. Call in quickly and make a concrete pickup appointment before items are resold.
The customer has been declared bankrupt The trustee manages the estate, and the assets are located therein. Notify the trustee of your appeal immediately and provide proof of the reservation and delivery.
Assets have been resold to a third party A third party in good faith may have become the owner. Investigate whether an extended reservation or a claim on the purchase price offers a solution.
Items have been processed or mixed The original item has effectively disappeared or merged into a new asset. Your right of ownership may have lapsed; in that case, focus on payment or compensation.
Additional documents

When is this document not enough?

Invoking retention of title solves an acute problem, but rarely stands alone. In the following situations, you will need additional steps or documents.

Situation Supplementary document Why
Situation Related document Explanation
The customer continues to leave the outstanding amount unpaid Debt collection In addition to repossessing the goods, you wish to collect the remaining invoice amount; a debt collection process enforces payment.
You want to properly record the retention of title from now on Terms of Delivery A strong retention of title begins with clear delivery and payment terms that have been accepted in advance.
The dispute is escalating into legal proceedings Legal assistance In the event of refusal or a complex bankruptcy, targeted legal assistance is necessary to enforce your rights.
Explanation of this document

Drafting a retention of title clause, why invoke it?

Not every entrepreneur knows exactly what invoking retention of title entails, when they are needed, and which risks they must cover. Therefore, we explain below what this document entails, what to look out for, and why customized legal solutions are important.

What is a retention of title and how do you invoke it?
A retention of title is the contractual agreement whereby the seller retains ownership of delivered goods until the buyer has paid the purchase price in full. Pursuant to Article 3:92 of the Dutch Civil Code, a retention of title is legally valid if it has been agreed upon in writing—usually in the general terms and conditions or in the purchase agreement—before delivery takes place. When a buyer fails to meet his payment obligation, the seller can invoke: he declares that the purchase agreement is dissolved and reclaims the delivered goods. Invoking the retention of title is a powerful instrument—particularly in the event of the buyer's bankruptcy—but requires strict procedural compliance to be effective. Our lawyers will draft a letter for you to invoke the retention of title that is legally correct, validly effects the dissolution, and makes your right of revindication enforceable against the bankruptcy trustee or the buyer.
What requirements must the retention of title meet to be legally valid?
A retention of title is only effective if a number of requirements are met. Written agreement prior to delivery: the retention of title must have been agreed upon before the goods are delivered — relying on general terms and conditions sent only after delivery is insufficient. Identification of the goods: in the event of the buyer's bankruptcy, the delivered goods must be concretely identifiable and distinguishable from the buyer's remaining stock. Mixing with similar goods from other suppliers — in the case of bulk or fungible goods — can render the retention of title effectively illusory. Timely invocation: after the outbreak of bankruptcy, the retention of title must be invoked promptly with the bankruptcy trustee; the trustee is entitled to a short period of deliberation. Our lawyers assess whether your retention of title is legally valid and advise you on the identifiability of your delivered goods.
How do you write a letter to invoke the retention of title?
The letter invoking the retention of title must contain the following elements. A clear reference to the legal basis: the retention of title as agreed in the delivery agreement or general terms and conditions. A specification of the delivered goods to which the retention of title relates: invoice numbers, delivery date, description of the goods. The notification that the purchase agreement is being dissolved due to non-payment pursuant to Article 6:265 of the Dutch Civil Code. A demand for the immediate return of the goods. In the event of bankruptcy: a letter to the trustee requesting the return of the goods or their separate holding pending the revindication. Our lawyers will draft the complete series of letters for you that effectively invokes your retention of title.
How does it work at MKBjuristen?
After a brief intake, our lawyers assess the delivered goods, the payment arrears, and the buyer's position. Based on this, we draft a letter to invoke the retention of title clause , which legally effects the dissolution, makes the right of revindication enforceable, and—in the event of the buyer's bankruptcy—is submitted to the bankruptcy trustee in a timely manner.
Are you unsure whether your document is legally correct? We would be happy to assess the sensible course of action: drafting, reviewing, or amending.
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Why not use a standard document?

A standard document often seems like a quick solution, but usually does not fully align with your company, agreements, risks, and way of working. Our legal experts draft documents that fit your situation.

Standard document
SME Lawyers
Not tailored to your business
Tailored to your company, industry, and working methods
No control over your specific situation
Consultation with a lawyer and assessment of your risks
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Explanation regarding the use of the document

A standard document seems cheap, until it doesn't fit your situation properly. That is why we provide custom legal solutions tailored to your business.

Custom solutions per industry and company

Every business operates differently and faces different legal risks. Therefore, we tailor the document to your industry, customers, agreements, and way of working.

Webshops & e-commerce

Focus on online sales, delivery, returns, complaints, payment, digital products, and consumer regulations.

Business services

Attention to the assignment, additional work, liability, payment, termination, and reliance on client information.

Construction, installation & execution

Attention to planning, delivery, warranties, additional work, materials, delays, and liability risks.

Software, SaaS & digital services

Attention to licenses, availability, support, updates, data, intellectual property, and limitation of liability.

Trade, supply & wholesale

Attention to delivery, transport, payment, retention of title, warranties, delivery times, and international agreements.

Consultants, freelancers & advisors

Attention to scope, best efforts obligations, cancellation, payment, liability, and confidential information.


A legal document only has value if it suits your practice. That is why we look not only at the text, but also at how you use the document in your business.

Common mistakes with legal documents

A legal document often seems simple, but small errors can have major consequences later on. In practice, we see that entrepreneurs run the greatest risk when a document does not align well with their business, agreements, or way of working.

  • Using a standard document that does not suit the company
  • Forgot important agreements regarding payment, delivery, liability, or termination
  • Have a document generated without legal review
  • Continuing to use old documents while the company has changed
  • Not knowing how the document should be used correctly in practice

A legal document only prevents problems if it suits your situation. That is why we look not only at the text, but also at your company, agreements, and risks.

Why is a standard document often not enough?

Because a standard document does not take into account your industry, customers, risks, and specific agreements, important provisions may be missing or not align well with your practice.

Can I create a legal document myself using AI?

AI can assist in creating text, but does not independently assess whether the document is legally appropriate, complete, and usable for your business. Legal review therefore remains important.

When do I need to have my document checked?

Have your document checked if your business has changed, you have new customers or services, you have doubts about existing agreements, or the document has not been updated for a long time.

Will I also receive an explanation about the use of the document?

Yes. We explain how to use the document in practice, what to look out for, and which steps are important to prevent disputes afterwards.

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Annelore Hendriks

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