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Sale Of Goods Agreement for the Netherlands

Sale Of Goods Agreement Template for Netherlands

A Sale of Goods Agreement under Dutch law is a legally binding contract that governs the sale and purchase of goods between parties. This agreement is structured according to the Dutch Civil Code (Burgerlijk Wetboek), particularly Books 3, 6, and 7, and may also incorporate provisions from the UN Convention on Contracts for the International Sale of Goods (CISG) for international transactions. The document outlines essential terms including price, delivery, quality specifications, warranties, and risk transfer, while ensuring compliance with Dutch commercial law and EU regulations where applicable. It serves as a comprehensive framework for both domestic and international trade transactions involving tangible goods.

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What is a Sale Of Goods Agreement?

The Sale of Goods Agreement is a fundamental commercial contract used to facilitate the purchase and sale of goods in the Netherlands and international trade. This document is essential when parties need to establish clear terms for a sales transaction, whether for a single delivery or ongoing supply relationship. It is designed to comply with Dutch law requirements, particularly the provisions of the Dutch Civil Code (Burgerlijk Wetboek) regarding sales contracts, while also considering international trade conventions where applicable. The agreement typically includes detailed provisions on price, payment terms, delivery conditions, quality requirements, warranties, and risk allocation. It's particularly valuable for businesses engaged in domestic Dutch trade or using the Netherlands as a hub for international commerce, providing a structured framework that protects both parties' interests while ensuring legal compliance.

What sections should be included in a Sale Of Goods Agreement?

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

2. Background: Context of the agreement and general commercial purpose

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

4. Sale and Purchase: Core obligation of the seller to sell and the buyer to purchase the goods

5. Price and Payment: Purchase price, payment terms, invoicing, and payment methods

6. Delivery: Delivery terms, timing, location, and Incoterms (if applicable)

7. Title and Risk: Transfer of ownership and risk in the goods

8. Quality and Description: Specifications, quality standards, and warranties regarding the goods

9. Inspection and Acceptance: Procedures for inspecting and accepting the goods

10. Warranties and Representations: Standard warranties regarding the goods and capacity to contract

11. Limitation of Liability: Limitations and exclusions of liability

12. Force Majeure: Events excusing performance and consequences

13. Term and Termination: Duration of agreement and termination rights

14. Confidentiality: Protection of confidential information

15. Governing Law and Jurisdiction: Application of Dutch law and jurisdiction of courts

16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

What sections are optional to include in a Sale Of Goods Agreement?

1. Import/Export Controls: Required for international sales involving regulated goods or cross-border shipments

2. Intellectual Property: Needed when the goods involve patents, trademarks, or other IP rights

3. Insurance: Required for high-value goods or when specific insurance arrangements are needed

4. Security Interest: Used when seller retains security interest in goods until full payment

5. Returns and Refunds: Important for consumer sales or when specific return policies apply

6. Data Protection: Required when personal data processing is involved in the transaction

7. After-Sales Service: Include when maintenance or support services are part of the sale

8. Environmental Compliance: Necessary for goods subject to environmental regulations

9. Quality Control Procedures: Important for ongoing supply relationships or specialized goods

What schedules should be included in a Sale Of Goods Agreement?

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

2. Schedule 2 - Pricing Schedule: Detailed pricing information, including any volume discounts or price adjustment mechanisms

3. Schedule 3 - Delivery Schedule: Specific delivery dates, locations, and requirements

4. Schedule 4 - Quality Standards: Detailed quality requirements and testing procedures

5. Schedule 5 - Warranty Terms: Detailed warranty terms and claim procedures

6. Appendix A - Form of Purchase Order: Standard form for placing orders under the agreement

7. Appendix B - Acceptance Test Procedures: Detailed procedures for testing and accepting the goods

8. Appendix C - Return Procedures: Procedures for handling returns and rejections

Authors

Alex Denne

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

Jurisdiction

Netherlands

Publisher

Ƶ

Document Type

Contract to Sell

Cost

Free to use
Relevant legal definitions







































Clauses

































Relevant Industries

Manufacturing

Retail

Wholesale Trade

Agriculture

Technology

Consumer Goods

Industrial Equipment

Automotive

Electronics

Food and Beverage

Pharmaceuticals

Chemicals

Textiles

Construction Materials

Energy

Relevant Teams

Legal

Procurement

Sales

Commercial

Supply Chain

Operations

Finance

Logistics

Compliance

Business Development

Relevant Roles

Commercial Director

Procurement Manager

Sales Manager

Contract Manager

Legal Counsel

Supply Chain Manager

Business Development Manager

Operations Manager

Chief Commercial Officer

Purchasing Officer

Sales Director

General Counsel

Trade Compliance Officer

Finance Manager

Logistics 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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