A vendor loan is a commonly used instrument when sell a business. The seller leaves a portion of the purchase price as a loan to the buyer, who repays this portion at a later date. Such a construction requires more than just financial trust.
Seller and buyer remain connected after the acquisition as lender and borrower, but also as parties to a purchase agreement with guarantees, indemnities and settlement agreements. That interconnectedness is exactly what distinguishes the vendor loan from a regular loan and what makes the instrument valuable in acquisitions.
Precisely because the buyer and seller still have so many "open ends" with each other, they generally do not want an unknown third party to be able to become a creditor under the vendor loan.
What has changed?
Until recently, parties could contractually stipulate that the claim under the vendor loan is not transferable or pledgeable. Since Oct. 1, 2025, that has changed. The Law on Abolition of Pledge Prohibitions stipulates that clauses that limit or exclude the transfer or pledging of money claims in rem are null and void.
Moreover, the law goes one step further: even agreements that in practice make it difficult or unattractive to transfer a receivable or use it as collateral - for example, high penalties, strict consent requirements or onerous confidentiality agreements - can be invalid between parties. In practice, this means that (the claim under) a vendor loan can be freely transferred or pledged unless you very carefully build other safeguards into the contract.
Where do takeovers falter?
The purpose of the law is to broaden the credit potential for business, especially SMEs. Trade receivables, supplier invoices and debtors in construction or retail were often not usable as collateral for financing (such as factoring) due to assignment prohibitions in general terms and conditions. With this, the Netherlands follows countries such as Germany and the United Kingdom.
With vendor loans, however, it works out unhappily. After all, if the seller can assign his claim under the vendor loan to a (random) third party, the buyer is faced with a new creditor who has nothing to do with the guarantees from the purchase agreement.
Setting off a guarantee claim against the repayment of the vendor loan, in practice often an essential and practical recourse for the buyer, is thus called into question. Consider a buyer who has a guarantee claim because the figures of the acquired company turn out not to be correct, and at the same time still has to repay instalments of the vendor loan; in current practice these amounts are often set off against each other. Furthermore, it becomes unclear to the buyer to whom payments can be made in discharge.
It can also be done differently
It is striking that precisely the countries on which the legislature was inspired do not have this problem. In the United Kingdom and Germany, the prohibition on transfer restrictions applies only to payment obligations from delivery of goods, services or intangible assets, leaving loans out of the scope. It would be desirable if the Dutch legislator also excluded vendor loans from the scope of the law.
The solution is in the contract
Pending clarification by the legislature, parties can take their own measures. In both the purchase agreement and the vendor loan, explicitly record that the monetary claims from both documents arise from the same legal relationship and that setoff is permitted at all times, even after transfer. Include a notice requirement, pursuant to which the transferee must be informed of the buyer's set-off rights upon transfer of the vendor loan. With multiple vendors, pooling the loans may cause the statutory exception for syndicated loans to apply, so transfer restrictions do remain valid.
In short, the Waiver of Collateral Prohibitions Act affects vendor loans in a way that seems to have been insufficiently thought through when the Act was drafted. Therefore, it is very important that parties carefully document the netting and payment arrangements in any vendor loan acquisition. Those who deploy vendor loans without contractually anticipating the pledge prohibition are effectively taking on an additional legal risk that is unnecessary.
