As Is Sales Contract for the Netherlands

As Is Sales Contract Template for Netherlands

A comprehensive sales agreement governed by Dutch law that explicitly sells assets in their current condition without warranties. The contract includes detailed provisions about the transfer of ownership, risk allocation, and clear acknowledgments from the buyer about accepting the asset's condition. The agreement incorporates specific Dutch legal requirements while limiting the seller's liability and representations to the maximum extent permitted under Dutch law. It typically includes detailed documentation of the asset's condition and known defects to establish clarity about what the buyer is accepting.

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What is a As Is Sales Contract?

The As Is Sales Contract is commonly used in the Netherlands when selling assets where the seller wishes to limit their liability and avoid providing warranties about the asset's condition or functionality. This document type is particularly relevant for used equipment, real estate, or other assets where the buyer has the opportunity to inspect and assess the item before purchase. The contract must comply with Dutch civil law requirements while implementing the 'as is' concept within the boundaries permitted by Dutch mandatory law. It's essential to note that even in 'as is' sales, certain mandatory warranties and liabilities under Dutch law cannot be excluded, particularly in consumer transactions. The document typically includes comprehensive documentation of the asset's condition to prevent future disputes.

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

1. Parties: Identification and details of the seller and buyer, including full legal names, addresses, and registration numbers if applicable

2. Background: Context of the sale, brief description of the asset(s) being sold, and acknowledgment that the sale is on an 'as is' basis

3. Definitions: Key terms used throughout the agreement, including 'Asset(s)', 'Closing Date', 'Purchase Price', etc.

4. Object of Sale: Detailed description of what is being sold, including any identifying characteristics, serial numbers, or specifications

5. Purchase Price and Payment: The agreed price, payment terms, method of payment, and timing of payment

6. As Is Condition: Clear statement that the asset is sold in its current condition, with explicit disclaimers regarding warranties and representations

7. Transfer of Title and Risk: Specifics about when and how ownership and risk transfer from seller to buyer

8. Closing and Delivery: Details about the closing process, delivery arrangements, and associated responsibilities

9. Seller's Limited Representations: Basic representations about ownership and authority to sell

10. Buyer's Acknowledgments: Buyer's confirmation of inspection opportunity and acceptance of asset condition

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

12. Signatures: Execution blocks for all parties

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

1. Taxes and Costs: Used when there are specific arrangements regarding tax liability or transaction costs

2. Intellectual Property: Include when the sale involves assets with IP components

3. Confidentiality: Required when sensitive information is exchanged during the transaction

4. Insurance: Include when there are specific insurance requirements during the transfer period

5. Export Controls: Necessary when dealing with items subject to export restrictions

6. Environmental Provisions: Include when selling assets with potential environmental implications

7. Third Party Rights: Required when the asset might be subject to third party claims or rights

8. Force Majeure: Optional clause for dealing with unforeseen circumstances affecting the transfer

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

1. Asset Description Schedule: Detailed technical description and specifications of the asset(s)

2. Photographs/Condition Report: Visual documentation of the asset's condition at time of sale

3. Title Documents: Copies of relevant ownership documents, registrations, or certificates

4. Delivery Protocol: Specific procedures for handover and acceptance of the asset

5. Known Defects List: Documentation of known issues or defects in the asset

6. Historical Maintenance Records: If available, documentation of past maintenance or repairs

Authors

Alex Denne

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

Jurisdiction

Netherlands

Publisher

Genie AI

Document Type

Sales Agreement

Sector

Sales

Cost

Free to use
Relevant Industries

Manufacturing

Industrial Equipment

Real Estate

Automotive

Marine

Aviation

Agriculture

Construction

Technology

Machinery

Retail

Energy

Mining

Transportation

Telecommunications

Relevant Teams

Legal

Procurement

Sales

Commercial

Operations

Risk Management

Compliance

Finance

Asset Management

Property Management

Business Development

Relevant Roles

Legal Counsel

Contract Manager

Procurement Manager

Sales Manager

Business Development Manager

Asset Manager

Operations Manager

Risk Manager

Compliance Officer

Commercial Director

Chief Legal Officer

Chief Financial Officer

Property Manager

Fleet Manager

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

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