Preliminary Agreement For Sale And Purchase for the Netherlands

Preliminary Agreement For Sale And Purchase Template for Netherlands

A Preliminary Agreement for Sale and Purchase (voorlopig koopovereenkomst) under Dutch law is a binding agreement that documents the initial terms and conditions agreed between a buyer and seller in a property transaction. This document, while preliminary in nature, creates legally binding obligations under Dutch civil law and typically includes essential elements such as property details, purchase price, conditions precedent, due diligence requirements, and completion timeline. It serves as the foundation for the final notarial deed of transfer and provides both parties with security while remaining conditions are fulfilled.

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What is a Preliminary Agreement For Sale And Purchase?

The Preliminary Agreement For Sale And Purchase is a fundamental document in Dutch property transactions, typically used after initial negotiations but before the final notarial deed of transfer. It is particularly important in the Netherlands where the property transfer process is strictly regulated and follows a specific legal framework. This document outlines the key terms of the transaction including price, conditions, and timeframes, while providing both parties with legal security during the period between initial agreement and final transfer. It includes essential provisions required under Dutch law such as the mandatory cooling-off period for residential properties, due diligence requirements, and financing conditions. The agreement serves as a crucial step in the property transfer process, binding parties to their commitments while allowing for necessary investigations and arrangements to be completed before final transfer.

What sections should be included in a Preliminary Agreement For Sale And Purchase?

1. Parties: Identification and details of the seller and purchaser, including full legal names, addresses, and registration numbers for companies

2. Background: Context of the transaction and brief description of the property being sold

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

4. Property Description: Detailed description of the property including address, land registry details, and cadastral information

5. Purchase Price: Agreed purchase price, payment terms, and deposit requirements

6. Due Diligence Period: Timeframe and conditions for the buyer's due diligence investigation

7. Conditions Precedent: Conditions that must be satisfied before proceeding to final sale

8. Warranties and Representations: Basic warranties from seller regarding ownership, encumbrances, and property condition

9. Timing and Completion: Timeline for proceeding to final agreement and completion of the sale

10. Costs and Taxes: Allocation of transaction costs and applicable taxes between parties

11. Default and Termination: Consequences of breach and circumstances allowing termination

12. Notices: How formal communications between parties should be made

13. Governing Law: Confirmation of Dutch law application and jurisdiction

14. Signing: Execution provisions and signature blocks

What sections are optional to include in a Preliminary Agreement For Sale And Purchase?

1. Financing Condition: Used when the purchase is subject to the buyer obtaining financing

2. Building Inspection: Include when buyer requires a technical inspection of the property

3. Asbestos Clause: For properties built before 1994 where asbestos might be present

4. Soil Condition: For properties where soil contamination might be a concern

5. Occupancy Details: When property is currently leased or occupied

6. Monument Status: For properties with historical monument status or protection

7. VvE (Owners Association) Provisions: For apartments or properties part of an owners association

8. Language Clause: When agreement is bilingual or involves non-Dutch speaking parties

What schedules should be included in a Preliminary Agreement For Sale And Purchase?

1. Property Details Schedule: Detailed technical description of the property, including measurements and boundaries

2. Inventory List: List of included and excluded items in the sale

3. Known Defects List: Disclosure of known issues or defects with the property

4. Land Registry Extract: Recent extract from the Kadaster showing current registration details

5. Energy Label: Current energy performance certificate

6. Planning Documents: Relevant zoning and planning documentation

7. Environmental Reports: Any existing environmental or soil reports

8. Building Plans: Architectural drawings or floor plans of the property

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 legal definitions
Clauses
Relevant Industries

Real Estate

Property Development

Construction

Banking & Finance

Legal Services

Property Investment

Commercial Property

Residential Property

Retail Property

Industrial Property

Relevant Teams

Legal

Real Estate

Commercial

Compliance

Risk Management

Finance

Operations

Property Management

Investment

Business Development

Relevant Roles

Real Estate Lawyer

Property Manager

Real Estate Agent

Legal Counsel

Notary

Contract Manager

Property Developer

Investment Manager

Facilities Manager

Commercial Director

Real Estate Investment Analyst

Asset Manager

Transaction Manager

Compliance Officer

Risk 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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