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As Is Sales Agreement for the Netherlands

As Is Sales Agreement Template for Netherlands

A Dutch law-governed As Is Sales Agreement is a legal document used for the sale of goods or assets in their current condition, with limited or no warranties from the seller. This agreement is structured under Dutch civil law (Burgerlijk Wetboek) and specifically addresses the transfer of goods 'as is,' meaning the buyer accepts the items in their existing condition with all faults, whether visible or not. The agreement includes comprehensive descriptions of the goods, their known condition, and explicit disclaimers while maintaining compliance with mandatory Dutch legal requirements regarding hidden defects and consumer protection where applicable.

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What is a As Is Sales Agreement?

The As Is Sales Agreement under Dutch law is designed for transactions where goods or assets are sold in their existing condition, with the buyer accepting them with all their faults and imperfections. This document type is particularly useful for second-hand goods, used equipment, or assets where the seller wishes to limit their liability regarding the condition of the items. The agreement must comply with Dutch civil law requirements while clearly documenting the 'as is' nature of the sale. It includes detailed descriptions of the goods, known defects, and explicit acknowledgments from the buyer regarding inspection opportunities. While the agreement limits warranties, it cannot exclude mandatory provisions of Dutch law regarding serious hidden defects or intentionally concealed issues. This document is commonly used in business-to-business transactions but can also be adapted for consumer sales with appropriate mandatory consumer protection provisions.

What sections should be included in a As Is Sales Agreement?

1. Parties: Identification and details of the seller and buyer, including registration numbers and addresses

2. Background: Context of the sale and acknowledgment that the goods are sold 'as is'

3. Definitions: Definitions of key terms used in the agreement, including 'As Is' and 'Goods'

4. Sale and Purchase: Core agreement to sell and purchase the goods in their current condition

5. Purchase Price and Payment: Amount, currency, payment method and timing

6. Condition of Goods: Express statement that goods are sold 'as is' with existing faults and current condition

7. Disclaimers and Warranties: Explicit disclaimers of warranties and conditions, subject to mandatory Dutch law provisions

8. Inspection and Acceptance: Confirmation that buyer has inspected or had opportunity to inspect the goods

9. Transfer of Title and Risk: Timing and conditions for transfer of ownership and risk

10. Delivery: Delivery terms, timing, and location

11. Governing Law and Jurisdiction: Specification of Dutch law and competent courts

12. Entire Agreement: Integration clause confirming complete agreement between parties

13. Execution: Signature blocks and execution details

What sections are optional to include in a As Is Sales Agreement?

1. Export Controls: Required when goods may be subject to export restrictions

2. Tax Provisions: Required when special tax considerations apply, particularly for high-value items

3. Insurance: Optional provisions for insurance during transit or temporary storage

4. Force Majeure: May be included for sales requiring extended delivery periods

5. Confidentiality: Required when sensitive information is exchanged during inspection or negotiation

6. Assignment: Include when transfer rights need to be restricted

7. Severability: Optional boilerplate for complex agreements

8. Third Party Rights: Required when third party interests might be involved

9. Dispute Resolution: Optional alternative dispute resolution procedures

What schedules should be included in a As Is Sales Agreement?

1. Schedule 1 - Description of Goods: Detailed description of goods including photographs, serial numbers, and specifications

2. Schedule 2 - Known Defects and Condition: Comprehensive list of known defects, damage, or wear and tear

3. Schedule 3 - Inspection Report: Third-party inspection report or buyer's inspection acknowledgment

4. Schedule 4 - Delivery Details: Specific delivery instructions, timing, and location details

5. Schedule 5 - Historical Documentation: Previous maintenance records, ownership history, or relevant certificates

6. Appendix A - Photographs: Visual documentation of the goods' current condition

7. Appendix B - Technical Specifications: Original manufacturer specifications or technical documentation

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Netherlands

Document Type

Purchase Agreement

Cost

Free to use

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