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On Sale Agreement Template for Netherlands

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Key Requirements PROMPT example:

On Sale Agreement

"I need a Dutch On Sale Agreement for selling our manufacturing equipment to a German buyer, with delivery scheduled for March 2025; the agreement should include specific provisions for technical inspection and installment payments."

Document background
An On Sale Agreement under Dutch law is a fundamental commercial contract used to formalize sales transactions between parties. This document is essential when conducting business in the Netherlands, whether for single transactions or ongoing commercial relationships. The agreement must comply with Dutch civil law requirements, particularly the provisions of the Burgerlijk Wetboek regarding property transfer, contract formation, and specific sales regulations. The document typically includes detailed specifications of the sale object, pricing mechanisms, delivery arrangements, warranty provisions, and risk allocation. It's particularly important for transactions requiring clear documentation of ownership transfer, quality assurance, and party obligations. The On Sale Agreement serves as both a legal safeguard and a practical roadmap for executing the sale transaction, making it a crucial tool for business operations in the Dutch market.
Suggested Sections

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

2. Background: Context of the sale and brief description of the transaction

3. Definitions: Definitions of key terms used throughout the agreement

4. Object of Sale: Detailed description of the goods or assets being sold

5. Purchase Price: Price, payment terms, and payment method

6. Transfer of Ownership: Terms and conditions for the transfer of title and risk

7. Delivery: Delivery terms, timing, and location

8. Warranties: Seller's warranties regarding the object of sale

9. Representations: Parties' representations regarding their capacity and authority

10. Conformity: Requirements for the goods to conform to the agreement

11. Liability: Allocation of risks and limitation of liability

12. Force Majeure: Provisions for unforeseen circumstances preventing performance

13. Termination: Grounds and procedure for termination

14. Governing Law and Jurisdiction: Confirmation of Dutch law application and competent courts

15. Signing: Execution clause and signature blocks

Optional Sections

1. Intellectual Property: Required when the sale includes IP rights or licenses

2. Confidentiality: Needed when sensitive information is exchanged during the transaction

3. Due Diligence: Relevant for complex assets requiring investigation

4. Security: Used when payment securities or guarantees are required

5. Insurance: Relevant when specific insurance requirements apply during transfer

6. Compliance: Required when specific regulatory requirements apply

7. Tax: Needed when specific tax arrangements or implications need to be addressed

8. Assignment: Required when transfer rights need to be restricted or clarified

9. Third Party Rights: Relevant when third party rights might affect the sale

10. Post-Closing Obligations: Needed when parties have continuing obligations after closing

Suggested Schedules

1. Schedule 1 - Asset Description: Detailed technical specifications or inventory of the sale object

2. Schedule 2 - Price Calculation: Detailed breakdown of the purchase price components

3. Schedule 3 - Delivery Schedule: Detailed timeline and requirements for delivery

4. Schedule 4 - Warranties: Specific warranties and their limitations

5. Schedule 5 - Encumbrances: List of any existing encumbrances on the sale object

6. Appendix A - Required Permits: Copies or lists of required permits and authorizations

7. Appendix B - Technical Documentation: Technical manuals, certificates, or documentation

8. Appendix C - Due Diligence Reports: Results of any due diligence investigations

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions










































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Relevant Industries

Manufacturing

Retail

Wholesale

Technology

Real Estate

Agriculture

Automotive

Construction

Energy

Consumer Goods

Industrial Equipment

Food and Beverage

Pharmaceuticals

Electronics

Maritime

Relevant Teams

Legal

Commercial

Procurement

Sales

Finance

Operations

Supply Chain

Risk Management

Compliance

Business Development

Corporate Affairs

Relevant Roles

Legal Counsel

Commercial Director

Procurement Manager

Sales Manager

Contract Manager

Business Development Manager

Chief Financial Officer

Operations Manager

Supply Chain Manager

Risk Manager

Compliance Officer

General Counsel

Transaction Lawyer

Corporate Lawyer

Finance Director

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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