A Dutch real estate purchase agreement (koopovereenkomst) is the written contract in which seller and buyer record the terms of the sale. It does not transfer ownership: that happens only when a civil-law notary (notaris) executes a deed of transfer that is registered in the public registers of the Land Registry (Kadaster), as Article 3:89 of the Dutch Civil Code (BW) requires.
If you buy a home as a private individual, Article 7:2 BW requires the agreement to be in writing and gives you three days to withdraw without giving reasons and without cost. Almost everything else that people consider standard, such as the financing condition, the survey condition, the deposit and the penalty clause, is contractual. It only protects you if it is in your agreement and drafted the way you intend. Below we go through the main clauses, the conditions and the timeline from accepted offer to transfer.
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Why does the purchase agreement matter so much?
Because it fixes your rights and obligations before you own anything. Once the cooling-off period has passed, you can only get out of the purchase on the grounds that the agreement itself provides or that the law gives you.
The written requirement
For the purchase of a home by a private buyer, a verbal agreement is not enough. Under Article 7:2(1) BW, the purchase of residential property by a buyer who is not acting in the course of a profession or business must be in writing. Until a written agreement exists, the purchase has not been concluded.
The buyer must receive a copy of the signed agreement, for example on paper or by email. That moment matters, because the cooling-off period starts on the day after the buyer receives it.
The written requirement does not apply to a buyer acting in the course of a business, such as a company buying commercial premises or an investor buying through a private limited company (BV). For such buyers, an oral agreement on the essential terms can already be binding. Before you sign, it is worth having the text checked; our article on how to sign a contract and avoid hidden legal issues explains what to look for.
Which clauses does a Dutch purchase agreement contain?
Most agreements for homes follow a model drawn up by the estate agents’ associations. They contain the parties, the property, the price, the transfer date, the conditions, the deposit or bank guarantee and the consequences of default.
Next come the clauses about the condition of the property: what the buyer may expect, such as suitability for normal use as a home, and the defects the seller has disclosed. These clauses decide what you can claim under Article 7:17 BW if a defect appears after the transfer.
Essential clauses in a Dutch purchase agreement
| Clause (Dutch term) | Purpose | Point of attention for buyers |
|---|---|---|
| Purchase price (koopsom) | States the agreed price, the basis for the deposit and transfer tax. | Check that it matches the accepted offer and what is included for that price. |
| Transfer date (leveringsdatum) | Sets the date of transfer at the notary and the handover of the keys. | Align it with your mortgage and the end of your current lease or sale. |
| Resolutive conditions (ontbindende voorwaarden) | Allow you to dissolve the agreement if an agreed event does not occur. | Agree realistic deadlines and invoke the condition in writing in time. |
| Deposit or bank guarantee (waarborgsom / bankgarantie) | Secures the seller if the buyer defaults; often 10 percent of the price. | Customary rather than statutory; arrange it well before the deadline. |
| Cooling-off period (bedenktijd) | Statutory three days for a private buyer to withdraw without reasons. | Starts the day after you receive the signed agreement; includes at least two working days. |
Deposit or bank guarantee
Most agreements require the buyer to pay a deposit (waarborgsom) to the notary or to provide a bank guarantee (bankgarantie), often 10 percent of the price. This is customary, not a statutory requirement, and the percentage is negotiable.
The deposit secures the seller’s claim if the buyer defaults. It is usually due a few weeks after signing, once the cooling-off period and often the financing condition have passed, and is paid into the notary’s third-party account.
Penalty clause
The model agreements contain a penalty for the party that fails to perform after being given notice of default. The penalty often amounts to 10 percent of the purchase price if the agreement is dissolved because of that default.
A buyer who cannot pay on the transfer date, and can no longer invoke a financing condition, risks paying that 10 percent. The clause does not stop the other party from claiming performance instead, and under Article 6:94 BW a court reduces a penalty only where full payment would clearly be unacceptable.
How do resolutive conditions protect you?
A resolutive condition (ontbindende voorwaarde) allows you to dissolve the agreement without penalty if a specific event occurs, or fails to occur, before an agreed date. The most common are the financing condition and the survey condition.
Resolutive conditions are contractual: they only apply if they are in the agreement, and only within the deadline stated there. You must usually invoke them in writing, before the deadline, in the manner the agreement prescribes.
The financing condition
The financing condition (financieringsvoorbehoud) allows you to dissolve the agreement if you cannot obtain a mortgage on the terms stated. The period for this is usually a few weeks after signing.
Check that the agreement states the amount of the mortgage and, if relevant, the maximum interest rate and the type of loan. The model agreements usually require you to show that you made a genuine effort, for example with written rejections from one or more lenders. What exactly you must submit follows from your agreement.
Without a financing condition, or if you let its deadline pass, a buyer who does not obtain a mortgage remains bound, and the seller can claim the penalty or performance.
The structural survey condition
The structural survey condition (bouwkundig voorbehoud) makes the purchase conditional on the outcome of a building inspection. If the inspection reveals serious defects, you can dissolve the agreement or use the findings to renegotiate.
The clause is often linked to an amount: you may only dissolve if the estimated cost of necessary repairs exceeds a figure stated in the agreement. Agree that amount carefully, and have the inspection carried out quickly so that the report is available before the deadline.
Other conditions
Other conditions are possible, such as the sale of your current home, obtaining a permit or the absence of soil contamination. Each condition needs a clear description of the event, a deadline and the way in which it must be invoked. A vague condition leads to disputes about whether it was fulfilled.
Buying a new-build home
A new-build home is usually sold with a purchase and construction agreement (koop-/aannemingsovereenkomst) rather than an ordinary purchase agreement. The statutory written requirement and the three-day cooling-off period also apply to such a contract (Article 7:766 BW). Most developers work with standard terms and a guarantee scheme, which covers, among other things, completion of the home if the builder becomes insolvent.
How does the statutory cooling-off period work?
As a private buyer of a home, you can dissolve the agreement within three days without giving reasons and without cost. This cooling-off period (bedenktijd) follows from Article 7:2(2) BW and cannot be waived in the agreement.
The period starts on the day after you receive the signed agreement or a copy of it. It lasts three calendar days, not 72 hours from the moment of signing. If the period would end on a Saturday, Sunday or public holiday, or would not include at least two working days, it is extended under the General Time Limits Act (Algemene termijnenwet) until it contains at least two working days.
An example: a buyer receives the signed agreement on a Friday. The period starts on Saturday. Three days would end on Monday, but the period must include two working days, so it runs until the end of Tuesday.
You invoke the cooling-off period by a clear statement to the seller, preferably in writing by email or registered letter to the seller or the seller’s agent. Keep proof of the time of sending. The right cannot be used twice for the same deal: if you dissolve the agreement and then buy the same property from the same seller again within six months, you do not get a new cooling-off period.
How does the process work from offer to transfer?
An accepted offer is followed by a written agreement, the cooling-off period, the deadlines of the conditions, the deposit and finally the transfer at the notary. For a private buyer, nothing is binding until the agreement has been signed.
After your offer has been accepted, the seller’s estate agent (makelaar) usually drafts the agreement on the model of the NVM, VBO, VastgoedPRO and Vereniging Eigen Huis. Check the price, the description, the transfer date, the conditions and the defect clauses, and ask for changes before you sign.
After signing, you receive a copy and the cooling-off period starts. The buyer usually chooses the notary because the buyer pays most of the transfer costs (kosten koper); the notary must still serve both parties impartially (Article 17 of the Notaries Act).
The notary can register the purchase agreement in the public registers under Article 7:3 BW. That registration protects you for six months against a later sale of the same property to someone else, against a seizure and against the seller’s bankruptcy. For a home, registration is common practice and it is worth asking for it.
Before the transfer, the notary prepares the deed of transfer (akte van levering) and the mortgage deed, and checks the registers for mortgages and attachments. On the transfer date, the deeds are signed, the purchase price is paid through the notary’s client account and the deed is registered. From that moment you are the owner.
Can the seller still back out after signing?
No. The cooling-off period only protects the buyer. Once the seller has signed, the seller is bound, even if a higher offer comes in later.
If a seller refuses to cooperate with the transfer, the buyer can give notice of default and then choose: claim performance, if necessary through the court, or dissolve the agreement and claim the contractual penalty. A buyer who wants the property itself will usually choose performance, and can ask the court to order that the judgment takes the place of the seller’s cooperation in the deed.
This is where registration of the agreement under Article 7:3 BW proves its value. If the seller sells and transfers the property to a third party after your agreement has been registered, that later transfer cannot be invoked against you. Without registration, you would in practice be left with a claim for damages.
Which costs come on top of the purchase price?
In the Netherlands the buyer usually pays the transfer costs, which is why homes are advertised as kosten koper. These costs include transfer tax, the notary’s fees and the registration costs at the Land Registry.
Transfer tax (overdrachtsbelasting) in 2026 is 2 percent for a home you will occupy as your main residence, 8 percent for other homes, such as a buy-to-let, and 10.4 percent for non-residential property. Buyers aged at least 18 and under 35 who will live in the home can use a one-time starters’ exemption if the value does not exceed €555,000 in 2026. Check the current figures with the Tax and Customs Administration (Belastingdienst) before you make an offer.
What if a defect appears after the transfer?
You may expect the property to have the characteristics needed for normal use, and the characteristics the seller promised. If it does not, it does not conform to the agreement under Article 7:17 BW, and you may be able to claim repair costs, a price reduction or damages.
Two duties are weighed against each other. The seller has a duty to disclose (mededelingsplicht) defects he knows about. The buyer has a duty to investigate (onderzoeksplicht), which is heavier if there are signs of a problem, for example in an older property. As a rule, the seller’s duty to disclose prevails over the buyer’s duty to investigate if the seller knew of a defect and kept quiet about it.
Many agreements contain clauses that limit the seller’s liability, such as an “old age clause” for older buildings or a clause for a property the seller never lived in. Such clauses are valid in principle but are interpreted in the light of all circumstances. Report a defect to the seller in writing within a reasonable time after discovering it; under Article 7:23 BW, a buyer who waits too long can lose the right to invoke the defect.
If the seller sold in the course of a business, for example a developer, a notice within two months after discovery is in any event timely (Article 7:23(1) BW). Between two private parties there is no fixed period, so write to the seller as soon as you discover the defect. After the notice, a claim based on the defect becomes time-barred two years later (Article 7:23(2) BW).
Which pitfalls should you avoid?
In a competitive market, buyers sometimes offer to buy without a survey condition to make their offer more attractive. That can be a reasonable choice for a new-build property, but for an older building it shifts the risk of hidden defects entirely to you. At least consider an inspection before you make the offer.
Deadlines are the second pitfall. A buyer who does not obtain a mortgage, but forgets to invoke the financing condition before the deadline, is bound to the purchase. Put every deadline in your diary on the day you sign, and ask your lender or mortgage adviser early how long the application will take.
Buying an apartment: the owners’ association
If you buy an apartment, you become a member of the owners’ association (Vereniging van Eigenaren, VvE). The association is responsible for maintenance of the common parts, such as the roof, the facade and the lift, and you contribute to its costs.
Ask for the deed of division, the regulations, the most recent minutes, the annual accounts and the maintenance plan. Under Article 5:126 BW the association must keep a reserve fund; a small reserve with major work ahead means a large extra contribution shortly after you buy.
Land on leasehold
In some cities, including Amsterdam, many homes stand on land held under a long lease (erfpacht). You then own the building, but pay a ground rent (canon) to the landowner, often the municipality. Ask for the leasehold conditions and check how long the ground rent has been fixed and when it will be revised, because a revision can raise your housing costs considerably and affects what lenders will finance.
What should you check as the buyer?
As buyer you are protected by Article 7:2 BW only for three days; after that, the text of the agreement decides. Check these points before you sign:
- The price, the cadastral designation and the list of included items match the accepted offer.
- The financing condition states the loan amount, the type of loan and a realistic deadline.
- The survey condition has a repair-cost threshold and a deadline your inspector can meet.
- The deposit date and the 10 percent penalty clause are acceptable to you.
- Registration of the agreement under Article 7:3 BW is requested from the notary.
- For an apartment or leasehold property, the VvE documents or leasehold conditions have been reviewed.
What should you check as the seller?
As seller you are bound as soon as you sign, with no cooling-off period. Check these points:
- The sales questionnaire discloses every defect you know about, since your duty to disclose outweighs the buyer’s duty to investigate.
- An age clause or non-occupancy clause is included where it fits the property.
- The deadlines for the buyer’s conditions are short enough to keep your own plans on track.
- The deposit or bank guarantee is due on a fixed date, so you can act if it is not paid.
- Your spouse or registered partner consents to the sale of the family home where Article 1:88 BW requires it.
What can we do for you with your purchase agreement?
Our real estate lawyers act for buyers and sellers of homes and commercial property. Concretely:
- We review the draft purchase agreement and propose changes before you sign.
- We draft financing, survey and permit conditions with workable deadlines.
- We check that a condition is invoked correctly and in time, or that the other side’s notice is valid.
- We send the notice of default and claim performance or the contractual penalty.
- We notify the seller of a defect under Article 7:23 BW and pursue the claim.
Summary
- A private buyer’s purchase of a home must be in writing (Article 7:2 BW); ownership passes only by a notarial deed registered in the Land Registry.
- You have a three-day cooling-off period from the day after you receive the signed agreement, extended to include at least two working days.
- Financing and survey conditions are contractual: check their content and invoke them in writing before the deadline.
- Registration of the agreement under Article 7:3 BW protects you for six months against a later sale, seizure and the seller’s bankruptcy.
- Know the penalty clause, usually 10 percent of the price, and investigate the owners’ association before buying an apartment.
Frequently asked questions
Is a verbal agreement to buy a house legally binding?
Not for a private buyer of a home. Under Article 7:2 BW the purchase must be in writing; until a written agreement has been signed, there is no purchase. For a business buyer, an oral agreement on the essential terms can bind.
What happens if I cannot get a mortgage after signing?
If your agreement contains a financing condition, you can dissolve it without penalty by invoking the condition in writing before the deadline, usually with written rejections from lenders. Without a valid condition you remain bound and risk the 10 percent penalty.
Who chooses the notary for the property transfer?
Usually the buyer, because the buyer pays most of the transfer costs (kosten koper). The notary must act impartially for both parties.
Can the seller withdraw after signing?
No. The cooling-off period of Article 7:2 BW protects only the buyer. If the seller refuses to transfer, you can give notice of default and claim performance or dissolve the agreement and claim the penalty.
