You Might Be Thinking…

“But surely the main point is the price and delivery, isn’t it? Why complicate the contract with ancillary provisions?”
Because these clauses protect both parties – the buyer and the seller. Without them, you risk being left unprotected if problems arise.

Clients Often Ask Me…

• What is a retention of title, and when does it make sense to use it?

• How does repurchase work, and how long can it be applied?

• Can a deposit be agreed in a purchase agreement?

• How are price clauses used?

• Do these provisions require a special form or registration?

Ancillary Provisions in a Nutshell

Risks and Common Mistakes

• Retention of title without registration – creditors may seize the item.

• Repurchase without a time limit – the right could not be enforced.

• Deposit without clear rules – the buyer lost it because conditions were unclear.

• Unclear price clause – declared invalid by the court.

How to Arrange Ancillary Provisions Step by Step

1. Choose the right type of clause – according to the nature of the transaction and risks.

2. Check the Civil Code – each clause has its own rules (§ 2132 and following).

3. Draft precisely – include deadlines, conditions, and sanctions.

4. Ensure proper form – notarization, Land Register entry, written form.

5. Avoid vague or unlawful provisions – otherwise, you risk invalidity.

Lawyer’s Recommendation

• Never rely on “oral side agreements.” Ancillary provisions must always be in writing.

• For real estate – insist on Land Register entry, otherwise the clause does not protect against third parties.

• For repurchase – always specify a clear time limit, or the right expires.

• Draft deposits and price clauses in detail – to avoid disputes.

Checklist for Safe Agreement

✔ choosing the right ancillary provision
✔ clearly defined conditions
✔ compliance with legal form (notarization, registration)
✔ review by a lawyer
✔ safe storage of the contract

FAQ

Is retention of title possible for real estate?
Yes, but it must be entered in the Land Register, otherwise it does not bind third parties.

How long can repurchase be agreed?
Up to 3 years for movables, 10 years for real estate.

Can a deposit be agreed in a purchase agreement?
Yes, but conditions for its return or forfeiture must be clearly defined.

What is a price clause?
A provision that adjusts the price based on the development of costs or raw material prices (e.g., construction materials).