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Sales Contract for the Netherlands

Sales Contract Template for Netherlands

A Sales Contract under Dutch law is a legally binding agreement that governs the transfer of goods or products from a seller to a buyer in exchange for payment. This document comprehensively outlines the terms and conditions of the sale, including product specifications, pricing, delivery terms, warranties, and risk transfer, all in compliance with the Dutch Civil Code (Burgerlijk Wetboek) and relevant EU regulations. The contract incorporates key provisions required by Dutch law while also addressing practical commercial considerations, making it suitable for both domestic and international transactions involving Dutch parties or Dutch law as the governing law.

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What is a Sales Contract?

The Sales Contract is a fundamental commercial document used to formalize the sale and purchase of goods under Dutch law. It serves as the primary agreement between parties engaged in commercial transactions, whether in a business-to-business (B2B) or business-to-consumer (B2C) context. This document is essential when parties need to clearly define their rights and obligations in a sales transaction, particularly for significant purchases or ongoing supply relationships. The contract must comply with the Dutch Civil Code and, where applicable, EU regulations such as the Consumer Rights Directive and GDPR. For international sales, it may also incorporate the UN Convention on Contracts for the International Sale of Goods (CISG) unless explicitly excluded. The Sales Contract typically includes detailed provisions on product specifications, pricing, delivery terms, warranties, liability limitations, and dispute resolution mechanisms, providing a comprehensive framework for the commercial relationship.

What sections should be included in a Sales Contract?

1. Parties: Identification and details of the seller and buyer, including registered addresses and company/individual details

2. Background: Context of the sale and brief description of what is being sold and the purpose of the agreement

3. Definitions: Defined terms used throughout the agreement for clarity and consistency

4. Subject Matter of Sale: Detailed description of the goods being sold, including specifications, quantity, and quality requirements

5. Purchase Price: The agreed price, currency, and payment terms including payment schedule if applicable

6. Delivery: Terms of delivery including timing, location, and transfer of risk (using Incoterms for international sales)

7. Transfer of Title: When and how ownership of the goods transfers from seller to buyer

8. Warranties: Standard warranties regarding the goods, their quality, and fitness for purpose

9. Liability and Indemnification: Limitations of liability and indemnification obligations of both parties

10. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

11. Governing Law and Jurisdiction: Confirmation of Dutch law as governing law and jurisdiction for disputes

12. Signatures: Execution blocks for authorized representatives of both parties

What sections are optional to include in a Sales Contract?

1. Inspection and Acceptance: Used when the buyer needs a formal process to inspect and accept the goods before payment

2. Intellectual Property Rights: Include when the goods involve IP rights or licenses

3. Confidentiality: Required when sensitive information will be exchanged during the sale process

4. Force Majeure: Include for long-term or high-value sales where external events might affect performance

5. Insurance: Necessary for high-value goods or when specific insurance requirements exist

6. Compliance with Laws: Include when dealing with regulated goods or cross-border sales

7. Data Protection: Required when personal data will be processed as part of the sale

8. Return Policy: Include for consumer contracts or when specific return rights are granted

What schedules should be included in a Sales Contract?

1. Schedule 1 - Product Specifications: Detailed technical specifications of the goods being sold

2. Schedule 2 - Pricing Schedule: Detailed breakdown of prices, especially for multiple items or volume-based pricing

3. Schedule 3 - Delivery Schedule: Timeline and details of delivery if multiple shipments are involved

4. Schedule 4 - Quality Requirements: Specific quality standards, testing procedures, and acceptance criteria

5. Appendix A - General Terms and Conditions: Standard terms and conditions of sale if referenced in the main agreement

6. Appendix B - Warranty Certificate: Detailed warranty terms and procedures

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 | Serial Founder & Legal AI Author

Jurisdiction

Netherlands

Document Type

Contract to Sell

Cost

Free to use
Relevant legal definitions




















Clauses
























Relevant Industries

Retail

Manufacturing

Wholesale

Consumer Goods

Technology

Agriculture

Automotive

Electronics

Fashion

Food and Beverage

Industrial Equipment

Construction Materials

Medical Supplies

Pharmaceuticals

Relevant Teams

Legal

Procurement

Sales

Commercial

Operations

Compliance

Supply Chain

Business Development

Contract Administration

Risk Management

Relevant Roles

Legal Counsel

Contract Manager

Procurement Manager

Sales Manager

Commercial Director

Business Development Manager

Supply Chain Manager

Account Executive

Operations Manager

General Counsel

Compliance Officer

Chief Legal Officer

Sales Director

Purchasing Manager

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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