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In principle, the bill of sale is a very straightforward contract. This is because it is a standard model agreement in which only things are changed or filled in. This is done in a different font, or is captioned or crossed out with a pen. The bill of sale protects both the buyer’s and seller’s rights. Important to know: the basis of any purchase agreement is the same almost everywhere. Thus, every sales contract contains Articles 1 through 20. Let’s cycle through the articles.

Page 1
The 1st page contains the buyer’s and seller’s information. Check your own records carefully. It is important that these are all correct.

Article 1

  • Here you can read which residential address has been sold.
  • Then it says how this address is known cadastrally. For example, Section A number 1234
  • The following is the area of the entire plot. 1 hectare is 10,000 m2, 1 acre is 100 m2 and 1 centiare is 1 m2. Thus, a house with a plot of 10210 m2 in size is 1 hectare, 2 are and 10 centimeters.
  • And last but not least: the purchase price

Article 2

  1. To begin with, this states who the cost buyer is for. These are actually always the for the buyer. In fact, you always buy an existing home ‘at cost to the buyer’.
  2. It then states who may appoint the notary. In most cases, this is the buyer, but that’s just how you agreed.

Article 2.2
If the property has changed previous owners for less than 6 months, the tax authorities will refund the previous transfer tax. Standard practice is actually to agree that the seller is entitled to this money (because they paid it at the time). However, the transfer tax that is returned is offset by the tax authorities against the transfer tax that the buyer must pay. So the tax authority pays the previous transfer tax to the buyer, while the seller is actually entitled to it. Therefore, this article states that the buyer pays the “difference” i.e. the benefit he gets from the tax authorities then, to the seller.

Article 3
All money flows through the notary and the notary temporarily manages these funds in a special ‘third party account’. The notary transfers the purchase price to the seller only when the property is registered in the land register in the name of the buyer (the notary arranges this) and is free of mortgages, registrations and attachments. The deposit (10% of the purchase price) that the buyer pays in advance will of course be settled by the notary in the final settlement, as will all other costs that need to be settled (such as the notary fees themselves, municipal taxes, etc).

Article 4
This states the date on which the key transfer will be at the notary. It also states that this date may be changed if the buyer and seller (by mutual agreement) so agree.

Article 5
The buyer must pay a deposit. He may also do so by means of a bank guarantee. This is usually 4 to 6 weeks after signing the purchase agreement or just how you agreed. The amount of this is usually 10% of the purchase price. This deposit/bank guarantee is a big stick for when the buyer does not take delivery of the property. But we’ll come back to that in Article 11 later.

Article 6
Article 6.1
This is an article specifically aimed at the buyer. This article actually says to the buyer that it is his responsibility to know what he is buying. He signs for the property to be transferred in the condition it is in now. But also with all the rights, claims, easements, qualitative rights, defects that go with it. Consider, for example, the right of way that your yard must grant to a neighbor, a qualitative duty not to paint your window frames a different color, utility pipes that run under your yard, etc. The buyer can read all this in the seller’s title deed and the cadastral excerpt. This documentation should all be given to you as a buyer by the seller so that you can read it carefully and know what you are buying.

Article 6.3
This article talks about how the home being sold must be “fit for normal use” during the key exchange. The toilets should flush properly, the hot water and heating should work, and there should be no serious leakage.
Excluding all such things that are not good and have already been disclosed to the buyer during the purchase. If you buy a house where nothing works properly anymore, the selling agent will make this clear to you in the sales brochure and during the visit.

Article 6.4
The seller states that he does or does not know if there is contamination in the property, asbestos, old underground oil tanks in the yard, or if the soil is contaminated or if there are decrees telling that the land needs to be remediated.

Article 6.5
Just before the parties go to the notary for the key exchange, the buyer has the right to inspect the house. This actually happens all the time.

Section 6.6 Seller warrants that no improvements or remedial items have been imposed by the government to improve on the home. For example, if things are severely sagging and the government has issued a notice to the owner to take action on this.

Article 6.7
If the property is a national monument or a protected town or villagescape, it is mentioned here. It is important to remember that in cases like this, you may not always be allowed to make changes to the property as easily as you would like.

Article 6.8
The seller declares that he has not promised to sell the property to anyone else or may be required to do so. For example, because he gave a purchase option to the neighbor.

Article 6.9
The seller also states that it is not the case that he should have first offered his property for sale to the municipality. For example, because the municipality had plans for the land.

Article 6.10
If there are tenants in the home, they may still be allowed to remove items from the home when they leave. For example, a kitchen unit or a shower head.

Article 6.11
This states that if during the purchase the buyer understood that the house is, for example, 100 m2 in size and it is actually 90 m2 in size, then the buyer cannot derive any rights from the apparent smaller area and cannot demand any money from the seller. The seller excludes a piece of liability with this. Note that in practice this article does not hold up. Case law teaches us that in cases such as this example, the buyer can often successfully claim a hefty amount of compensation from the seller or his intermediary, despite this article! Sellers beware: measure the house according to the NEN2580 measurement instructions or be careful when you mention surfaces!

Article 6.12
If ground lease is applicable, the seller always declares to have paid his annual canon for this.

Article 6.13
If the seller states that he is not aware, for example, that there is asbestos in the house and it turns out that there is, then the seller can still be held liable for this. This is one of the reasons why there are a lot of clauses at the end of the deed of sale (such as the asbestos clause) that exclude this liability.

Article 7
Article 7.1 Ownership of the property actually passes upon transfer of the keys. You usually do this at the notary during the legal transfer of ownership. If there are any tenants left in the house or installations in the house that have been rented/leased, this should be mentioned in this article.

Article 7.2
At the time of transfer, the home is neatly empty and cleared except for all items that the parties have agreed to leave behind in the List of Items (e.g., curtains, closet, refrigerator).

Article 7.3
Once the purchase agreement is signed, the seller is not allowed to just put tenants in the home or enter into leases for the home. Unless he has received permission to do so from the buyer.

Article 7.4
It may well be that the current owner still has all sorts of warranties running on things in the property. Maybe warranties on the new addition, warranty on the new dishwasher, warranty on the floor insulation, etc. All of these warranties pass to the buyer. It is important that the seller leave all warranty books and preferably any documentation he has of such items in the home for the buyer.

Article 8
This article basically says that the buyer is responsible for the municipal taxes, ground lease and other charges from the day of the key transfer. The notary will calculate all of this to the penny exactly and settle it on the bill of account that the buyer receives and must pay.

Article 9
You often buy or sell something together with your partner. This article provides that after signing, you have authorized each other to fulfill the rights and obligations under the agreement. You are bound together but also each individually to comply with all the agreements in this agreement. In short, you are each jointly and severally liable. As an example, if you buy a home together and separate a week later, the seller can demand compliance with the purchase from each of you.

Article 10
Until the moment of transfer of ownership, the sellers are responsible for all risks and damages that may occur to the property. From a broken dishwasher to a fallen tree on the house. If the property is completely lost due to fire, for example, the purchase agreement will be rescinded. From the moment of key exchange, the buyers are responsible. Note: As a buyer, make sure you have taken out building insurance by the time the keys are handed over. You can arrange this well in advance. For sellers, it is very important to keep the property insured up to and including the day of the transfer of ownership.

The sellers must repair/replace any damage that occurs to or in the home (for example, that broken dishwasher). As a buyer, it is important to inspect the house properly during the inspection (just before you go to the notary) and/or to report this in writing to the selling broker as soon as possible if anything seems amiss.

Article 11
This article regulates, under penalty of a proper fine, that the parties comply with their duties.
As a seller, you actually have 1 main duty and that is to ‘deliver’. You must deliver your home at the agreed upon time of key exchange.

As a buyer you have 2 main duties and that is

  1. take away the home and
  2. pay.

If you do not fulfill your duty, then the other party has the right to demand a considerable amount of money (namely 10% of the purchase price) from you. The seller will soon have the big stick behind him, because according to Article 5 the buyer has to pay (or give) a 10% deposit (or bank guarantee) to the notary. If you, as a buyer, do not take delivery, you will therefore lose a considerable amount of money.

Article 12
The purchase agreement and all important correspondence shall be filed with the notary at the office. If the other party is difficult to reach, then legally you can always reach them through the notary.

Article 13
The parties may choose to register this sale in advance in the land register. In practice, the choice for this is put to the buyer. This costs money (about €150 to €200) and these costs are actually always for the buyer.

Why would you do this? By registering a the sale in the public records, other parties requesting information about the property can see that it has been sold. This provides the buyer with protection for when the seller, for example:

  • Has financial problems and/or goes bankrupt
  • rents out the property (the tenant then has no rights with the buyer)
  • sell and or transfer the property to someone else
  • has a legal conflict pending

A registration can be for a maximum period of 6 months.

Article 14
Buying or selling a home is a big deal. Parties must be able to legitimize themselves to each other if one party requests it. At the notary, it is always mandatory to identify yourself.

Article 15
Here we find the resolutive conditions.

The financing reservation
The best known, of course, is the financing reservation. If it applies, it specifies the amount over which the buyer must succeed in obtaining financing and also the time frame in which he must be able to arrange it.

Attention sellers: in practice it regularly happens that the buyer needs just a little more time. He then asks in writing (through his broker) for a few extra days or a week to get the financing done. If the buyer cannot get the financing he must prove this by showing at least 1 rejection from a recognized financial institution to the selling party. So if he changes his mind, he can’t throw that on the financing reservation.

The building inspection
A building inspector makes a report of the home, reports the defects, areas of improvement and concern and also lists the repair costs that must be incurred immediately for necessary maintenance+repair of defects. It is common to agree on an amount for the immediate repair costs of the home. If the amount from the report is then found to be higher than this amount, the buyers may rescind the sale. Further specialist research may also be required. You often see this with floors where an inspector suspects that the beams are rotten or that there is mold/woodworm/ longhorn beetle in the floor. The inspector then often recommends destructive testing (i.e., putting a saw in the floor). If this is the case, then dissolution can also take place. If disappointing costs come to light, then in practice it is often the case that negotiations take place between the parties to get the seller to contribute to these costs. This so that there is no need to dissolve.

Article 16
The buyer has a statutory reflection period. If the buyer is a business then the cooling off period is not required by law, but only an option if the parties so agree.

Article 17
An oral sale is not yet legally valid when it comes to a home. The purchase is not a fact until both parties have signed the purchase agreement. Signing is often not done at the same time. If it does not happen at the same time, the selling party actually always signs first. The buyer, if given the sales contract signed by the sellers, must sign in a timely manner. This should usually be done within the5th business day after the sellers sign.

Article 18
Dutch law shall apply.

Article 19
Here is listed all documentation received by the buyer. This usually consists of minimal:

  • The deed of delivery (the proof of ownership)
  • The questionnaire B
  • The energy label
  • The list of cases
  • The measurement report
  • The cadastral extract
  • The cadastral map
  • A WOZ disposition
  • The sales brochure

Note: buyers make sure you have read all of this documentation very carefully. Know what you are buying, what rights and qualitative obligations are attached to it, what is and is not being sold with it and what the sellers in the questionnaire have informed you as a buyer about.

Article 20
Here further agreements between buyer and seller can be mentioned.
These can be all types of appointments. For example, that the seller demolish and dispose of the old shed from the garden.

Article 21 and on
From article 21 all clauses are mentioned. The seller often hedges:

  • Asbestos
  • Soil contamination
  • Defects in the foundation
  • Age of the home and its consequences
  • The buyer has a duty to investigate and the seller has given him every opportunity to do so
  • Differences in actual size and measurement report (even if difficult to hold up in court)
  • Varying groundwater levels (i.e., pile driving)
  • The fact that he himself did not live there (for example, in inheritance matters)
  • The fact that the buyer must live there himself and is not allowed to rent it out (owner occupation clause)

Receipt Confirmation
At the end of the sales contract is the receipt which the buyer must fill in and sign. This regulates the moment from which the cooling-off period starts.

List of Items
Attached to the bill of sale is usually also the list of items which both parties must sign.