Basic Sales Contract for the Netherlands

Basic Sales Contract Template for Netherlands

A Basic Sales Contract under Dutch law is a legally binding agreement that governs the sale and purchase of goods between two parties. This document outlines essential terms including product specifications, pricing, delivery terms, warranties, and payment conditions. Governed by the Dutch Civil Code (Burgerlijk Wetboek), particularly Books 6 and 7, it incorporates fundamental principles of Dutch contract law while ensuring compliance with EU regulations where applicable. The contract provides a clear framework for straightforward sales transactions while maintaining sufficient flexibility to accommodate various types of goods and commercial arrangements.

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What is a Basic Sales Contract?

The Basic Sales Contract is a fundamental legal instrument used to formalize sales transactions under Dutch law. This template is particularly suitable for businesses and individuals engaging in straightforward sales of goods, whether for single transactions or ongoing supply relationships. The document incorporates essential elements required by Dutch legislation, particularly the Burgerlijk Wetboek (Dutch Civil Code), and can be adapted for various commercial contexts. It includes core provisions for price, delivery, transfer of title, and basic warranties, while allowing for customization based on specific transaction needs. This Basic Sales Contract is designed to provide adequate protection for both parties while maintaining simplicity and clarity in its terms. It's particularly useful for domestic Dutch transactions but can also be adapted for international sales involving Dutch entities.

What sections should be included in a Basic Sales Contract?

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

2. Background: Brief context of the sale and the parties' intentions

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

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

5. Purchase Price: Price, currency, and payment terms including VAT status

6. Delivery: Delivery terms, timing, and location, including transfer of risk

7. Title and Risk: Provisions regarding transfer of ownership and risk in the goods

8. Warranties: Standard warranties regarding the goods' quality and conformity with specifications

9. Liability: Limitations and extent of liability for both parties

10. Term and Termination: Duration of the agreement and circumstances for termination

11. Governing Law and Jurisdiction: Confirmation of Dutch law application and jurisdiction

12. Signatures: Execution blocks for both parties

What sections are optional to include in a Basic Sales Contract?

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

2. Confidentiality: Include when sensitive information will be exchanged

3. Force Majeure: Include when specific provisions for unforeseen circumstances are needed

4. Insurance: Include when specific insurance requirements are necessary

5. Quality Control: Include when specific quality standards or inspection procedures are required

6. Return Policy: Include when dealing with consumer sales or specific return arrangements

7. Compliance with Laws: Include when specific regulatory compliance needs to be addressed

8. Data Protection: Include when personal data processing is involved

What schedules should be included in a Basic Sales Contract?

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

2. Schedule 2 - Pricing Schedule: Detailed breakdown of prices if multiple items or pricing tiers exist

3. Schedule 3 - Delivery Schedule: Detailed delivery timelines and locations if multiple deliveries are planned

4. Appendix A - Quality Standards: Specific quality requirements and standards to be met

5. Appendix B - Warranty Terms: Detailed warranty terms and conditions if extensive

6. Appendix C - Return Procedures: Detailed procedures for returns and claims if applicable

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

Retail

Wholesale

Manufacturing

Consumer Goods

Electronics

Furniture

Automotive

Food and Beverage

Textiles

Construction Materials

Industrial Equipment

Agricultural Products

General Merchandise

E-commerce

Relevant Teams

Legal

Sales

Procurement

Commercial

Operations

Supply Chain

Business Development

Contract Administration

Compliance

Finance

Relevant Roles

Sales Manager

Procurement Manager

Business Owner

Contract Administrator

Legal Counsel

Commercial Director

Operations Manager

Supply Chain Manager

Account Executive

Business Development Manager

Purchasing Officer

Sales Representative

General Manager

Compliance Officer

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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