Signing the Preliminary Purchase Agreement: What to Check Before You Sign

A preliminary purchase agreement (in Dutch, koopovereenkomst) is the binding contract that records the purchase price, the resolutive conditions, and the transfer date once your offer is accepted. Despite the word "preliminary," it fully commits both buyer and seller, with one exception: a three-day statutory cooling-off period after signing. The same clarity you build before you bid belongs in what you sign.

Key takeaways

• It is binding. Once signed, the koopovereenkomst commits both parties; the "preliminary" name is misleading.
• Three days to reflect. Rijksoverheid gives every buyer a statutory three-day cooling-off period to withdraw without a reason.
• Resolutive conditions are your planned exits: financing, building inspection, selling your current home, or NHG.
• Breaking it costs 10%. Back out otherwise and you owe a penalty of 10% of the purchase price, per Notaris.nl.
• Deposit or bank guarantee both secure that same 10% for the seller.

What is a preliminary purchase agreement?

A preliminary purchase agreement, the koopovereenkomst, is drawn up once the seller and buyer agree on the essentials: the purchase price, the resolutive conditions (clauses that let you dissolve the contract), and the transfer date at the notary. Rijksoverheid, the Dutch government portal, calls it simply the koopcontract, and despite the word "preliminary," signing it commits you to buying the home. To avoid that confusion, many agents now call it the deed of sale instead. This is the document where everything you care about has to be written down, not remembered later. We believe the clarity you built to understand the home's value before you bid should carry straight into the contract. If that value groundwork is still open, start with what determines the value of a house, the facts, myths and rules around bidding, and how to make a strong offer.

Is a preliminary purchase agreement legally binding?

Yes, the koopovereenkomst binds both parties the moment it is signed, with one built-in escape. According to Rijksoverheid, buyers get a statutory three-day cooling-off period (bedenktijd) that starts the day after you receive the signed contract, and within those days you may cancel without giving a reason and without cost. After the three days pass, the contract is firm. NVM, the Dutch estate-agent association, confirms that every buyer of a home has this right to three days of reflection. So the answer to "is it really a contract?" is that it is one. Beyond the cooling-off window, the only lawful way out is through a resolutive condition you negotiated in advance, which is why the most common resolutive conditions deserve real attention before you sign.

What resolutive conditions can you include?

Resolutive conditions (ontbindende voorwaarden) are the clauses that let you dissolve the purchase without the 10% penalty, and they are only in the contract if you negotiate them in. The most common ones:

• Subject to financing (financieringsvoorbehoud): the bank only processes your mortgage after signing, so if it refuses financing within the agreed term, the purchase dissolves at no cost. The lender needs the home's value in an appraisal report first.
• Building inspection (bouwkundige keuring): NVM advises a technical inspection before signing, especially for older or characterful buildings; if hidden defects or repair costs exceed an agreed threshold, you can dissolve or renegotiate. Spot the warning signs at a viewing first.
• Selling your current home: an NVM No Risk clause lets you sell your own home within an agreed term (commonly around six months) while the seller keeps marketing and may even sell to someone else meanwhile. As an alternative, a bridging loan (overbruggingskrediet) temporarily finances the expected surplus value of your current home, usually at a slightly higher rate; NVM flagged rising bridging costs in 2024.
• National Mortgage Guarantee (NHG): per Rijksoverheid, NHG is a safety net if you can no longer pay your mortgage after events such as divorce or job loss; NVM notes it can also lower your rate because the lender carries less risk.

Not sure which conditions fit your situation? Create a free Walter account and build a data-backed value picture before you lock anything into the contract.

What happens if you back out after signing?

Notaris.nl, the information portal of the KNB (the Dutch notaries' association), is blunt: if you break the contract outside a resolutive condition, the penalty is almost always 10% of the purchase price. First the seller must formally declare you in default (ingebrekestelling); you then get a further term, often eight days, to still comply. Miss that, and the penalty clause takes effect. To secure that 10%, the contract requires a deposit (waarborgsom) transferred to the notary or a bank guarantee. Reassuringly, Notaris.nl also confirms that if you validly use your cooling-off period or a resolutive condition, you get the deposit back in full or the bank guarantee is simply ended. Budget for it anyway when you tally the one-off costs of buying.

Deposit or bank guarantee: which should you choose?

Both the deposit (waarborgsom) and the bank guarantee (bankgarantie) cover the same 10% of the purchase price that the seller can claim if you default, so the choice is really about where the money sits. Pay the deposit from your own savings and it goes to the notary's account, held in depot and returned once the property is transferred. If you would rather not free up that cash, a bank guarantee lets the bank promise the payment instead; it is usually arranged only after your binding mortgage offer arrives, and the bank charges a fee for it. That fee is often quoted at around 1% of the guaranteed sum, so weigh it against the interest you would lose by parking your own money. Knowing why you're bidding what you're bidding helps you plan this cash the moment your offer goes out.

What is the final step before signing?

The notary (notaris) runs both parties through the koopovereenkomst line by line before anyone signs, checking that every agreement, from the purchase price to each resolutive condition, is captured correctly. This is the calm moment, not the rushed one.

"The purchase agreement is the moment when talking stops and money begins. Everything you care about belongs in the contract."

Steven van Wel, CEO Walter Living

Once you both sign, the three-day clock starts, and the process moves on toward the notary appointment where the deed is registered with the Kadaster (the Dutch Land Registry) and the keys change hands. What comes next, from the signed deed to moving in, is covered in the final steps of buying a house. This article is informational and not Wft-regulated financial advice; for your personal mortgage or NHG situation, consult an AFM-registered mortgage adviser or check Vereniging Eigen Huis.

Signing well starts long before the notary's table: it starts with knowing what the home is actually worth, so the price and conditions you agreed feel logical, not lucky. Walter doesn't gamble. Walter explains. Generate a free Walter report for your target home and walk into the koopovereenkomst knowing exactly what you're committing to.

Frequently asked questions

Is a preliminary purchase agreement binding?

Despite the "preliminary" label, yes. Once signed, the koopovereenkomst commits both buyer and seller. Your only no-fault exit is the statutory three-day cooling-off period; after that, you can only withdraw through a resolutive condition you negotiated in, such as a financing or building-inspection clause.

How long is the cooling-off period after signing?

It is short, and that's the catch. Rijksoverheid grants three days, starting the day after you receive the signed contract, in which you can cancel without a reason. Three days is generous for second thoughts but too short to arrange financing, which is exactly why a financing condition matters.

What happens to my deposit if the sale falls through?

That depends on why it falls through. If you invoke your cooling-off period or a valid resolutive condition, Notaris.nl confirms you get your deposit back in full or the bank guarantee is ended. Back out without grounds, and the seller can claim the 10% penalty from it.

Can I add a building inspection as a condition?

You can, and for older homes it's wise. NVM recommends a bouwkundige keuring before signing; as a resolutive condition it lets you dissolve or renegotiate if repair costs exceed an agreed threshold. Agree the wording and the amount before you sign, not afterwards.