What is a preliminary purchase agreement?

When buying or selling a home, the transaction becomes official with the signing of a preliminary purchase agreement.
But what exactly does this contract entail? Is it really “preliminary”? And what information does it contain? In this blog, we explain everything step by step. 

What is a preliminary purchase agreement? 

A preliminary purchase agreement (in Dutch: voorlopig koopcontract), also known as a purchase agreement, is a legally binding document that outlines the agreements made between the buyer and seller. 

Despite the word “preliminary,” this contract is legally binding. Both parties are obligated to honor the terms, unless the buyer uses one of the resolutive conditions such as financing while applying for a mortgage in the Netherlands or exercises the statutory cooling-off period. These are the only ways to cancel the agreement without penalty. 

What’s included in a purchase agreement? 

A standard purchase agreement contains all the key terms of the property sale, including: 

• Buyer and seller information 
  Personal details of both parties, including names, addresses, and contact information. 

• Purchase price and payment terms 
  The agreed-upon purchase price and how the payment will be made. 

• Deposit (waarborgsom) 
  The buyer is usually required to deposit 10% of the purchase price with the notary as a security measure. This reassures the seller that the buyer is serious. If the buyer backs out without valid reason, the seller may claim this deposit. 

• Bank guarantee 
  If the buyer doesn’t have the funds available for the deposit, a bank guarantee may be used instead. The bank guarantees the 10% amount so the seller is assured the buyer can meet their obligations. If the buyer defaults, the seller can claim the amount via the bank. 

• Transfer date (completion at the notary) 
  The date when the property is officially transferred and the buyer becomes the legal owner — this happens at the notary’s office. 

• Resolutive conditions (ontbindende voorwaarden) 
  These allow the buyer to cancel the contract under specific conditions, such as failing to secure financing or discovering serious issues in a building inspection. 

• Movable items 
  Any furniture or appliances included in the sale, such as curtains, lighting, or kitchen equipment. 

• Condition and use of the property
  Describes the property’s condition at the time of transfer, and whether there are any restrictions, such as leasehold or tenancy. 

Cooling-off period and resolutive conditions 

After signing the purchase agreement, the buyer has a three-working-day statutory cooling-off period. Weekends and official holidays don’t count. This period starts the day after the buyer receives the signed contract. 

During these three days, the buyer can cancel the agreement without giving a reason and without financial penalty. 

Additionally, you can include resolutive conditions, such as: 

• Financing clause 
  If the buyer is unable to secure a mortgage, the agreement can be canceled without penalty. (We always recommend including this clause!) 

• Structural inspection
  If serious defects are found during the building inspection, the buyer can walk away from the deal. 

• Condition of selling current home
  The purchase can be made dependent on selling the buyer’s current property. 

Once the cooling-off period and resolutive conditions expire, the agreement is final, and the buyer must go to the notary to sign the deed of transfer and mortgage deed. 

Deed of transfer and ownership 

The deed of transfer (akte van levering) is the legal document that confirms the change of ownership. This is signed at the notary’s office and marks the final legal step in the home-buying process. 

While the purchase agreement outlines the terms of the sale, the deed of transfer ensures those terms are legally executed. Once signed by both parties and registered with the Dutch Land Registry (Kadaster), the buyer officially becomes the owner of the home. 

Summary 

A preliminary purchase agreement is legally binding and includes all terms of the property sale. The buyer has a three-day statutory cooling-off period and can cancel under certain resolutive conditions. The transaction is finalized at the notary’s office with the signing of the deed of transfer and the mortgage deed 

Because a preliminary purchase agreement is legally binding, it’s wise to review it together with a mortgage advisor who ensures your interests are properly protected.