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What the guide contains
Twenty-one pages to understand what you are choosing in legal terms when you choose a shipyard: who owns the hull during construction in France, the Netherlands, Germany and Italy, how to make that right enforceable against the yard’s insolvency officeholder, what a bank refund guarantee for instalments should look like, what happens to the contract and the milestones paid if the yard becomes insolvent, how to handle change orders, delays, sea trials and acceptance, which warranty periods run after delivery, and which law, court or arbitrator will decide the dispute. The guide ends with a comparison table of the four regimes, three model clauses and a glossary. It is written for yacht owners and prospective owners, family offices, management companies, brokers, captains and project managers, banks and insurers.
While you wait for the guide, the related analyses are freely available: Yacht construction contract in France: ownership of the hull, refund guarantee and shipyard insolvency, on the core of the contract under French law; Building a yacht in the Netherlands, Germany or Italy: the shipyard’s law compared, on what the yard’s law changes for the buyer; Mortgage on a ship under construction in France since the 2026 reform: financing a new yacht, on financing a new yacht since the reform of 1 May 2026; New yacht acceptance, sea trials and hidden defects: the one-year time limit after delivery, on the one-year period after delivery; Dispute with a foreign shipyard: governing law, competent court and arbitration, on governing law, competent court and arbitration.
Frequently asked questions about yacht construction contracts
Who owns the yacht while it is being built?
Under French law, the shipyard does, until acceptance of the vessel after trials, unless otherwise agreed (Transport Code, article L. 5113-3). A buyer who pays milestones without an early transfer of ownership clause is therefore only a creditor of an obligation to deliver. In practice, the rule is the same in the Netherlands, Germany and Italy: the yard that supplies the materials owns what it builds. The protection is to provide for ownership to pass as payments are made and to register it in the register of the yard’s country.
Can a yacht under construction be mortgaged in France?
Yes, since 1 May 2026. Ordinance No. 2026-265 of 8 April 2026 codified ship mortgages in the Transport Code, and article L. 5114-6-5 provides that a mortgage may be granted over a vessel under construction. It must be created in writing on pain of nullity (article L. 5114-6-1) and can only be granted by the owner or an agent holding a special mandate (article L. 5114-6-2). A bank financing the milestones can therefore take real security over the hull, provided the buyer already owns it.
What guarantee should I require from the yard before paying an instalment?
An independent first-demand guarantee issued by a first-rank bank outside the yard’s group, within the meaning of article 2321 of the Civil Code: the guarantor pays on a simple declaration of default, without being able to raise defences arising from the construction contract. A suretyship, which is accessory, or a guarantee from the yard’s parent company does not do the job. The amount must cover all sums paid, the term must run beyond the delivery date extended by any delays, and payment of each milestone must be conditional on delivery of the guarantee covering it.
What happens if the shipyard goes bankrupt during construction?
In France, the opening of proceedings does not end the contract: only the administrator decides whether to continue it (Commercial Code, article L. 622-13), and a buyer who does not own the hull lodges a claim in the insolvency. If he owns it, he claims it back within three months of publication of the opening judgment (article L. 624-9). In the Netherlands and Germany, the trustee has a comparable option (article 37 of the Faillissementswet, § 103 of the Insolvenzordnung). In all four countries, only registered ownership and the bank guarantee protect the instalments.
How long do I have to act against the yard for a latent defect?
One year from discovery of the defect against a French builder (Transport Code, article L. 5113-5), even if acceptance was signed without reservation (article L. 5113-4). The Cour de cassation runs this period from discovery by the purchaser bringing the claim, subject to the twenty-year long-stop (Cass. 1re civ., 25 September 2024, No. 23-15.925). In Italy, a claim against the builder is time-barred two years after delivery (Navigation Code, article 240). Negotiations with the yard do not interrupt these periods; only a writ of summons or a court-ordered investigation does.
Does the Vienna Convention apply to buying a new yacht from a foreign yard?
No. The United Nations Convention on Contracts for the International Sale of Goods excludes sales of ships, vessels, hovercraft and aircraft from its scope (article 2(e)), even though it treats contracts for the supply of goods to be manufactured as sales (article 3(1)). A yacht construction contract is therefore governed entirely by the national law chosen by the parties or, absent a choice, by the law of the yard’s country under article 4 of the Rome I Regulation. Engines or equipment bought separately from a foreign supplier may, however, fall within the Convention.
In which court can a French buyer sue a Dutch or Italian shipyard?
Absent a clause, in the courts of the yard’s domicile or of the place of delivery of the yacht, usually the yard itself (Brussels I bis Regulation, article 7(1)(b), and CJEU, 25 February 2010, Car Trim, C-381/08). A jurisdiction clause usually designates the same courts. An individual buyer not acting in a professional capacity benefits from an exception, however: if the yard directs its activity to France, the buyer may sue in the court of his domicile (articles 17 to 19), and a clause to the contrary cannot be relied on against him.
Must a yacht over 24 metres bear the CE marking?
No. Directive 2013/53/EU on recreational craft covers boats with a hull length between 2.5 and 24 metres (article 2), which must bear the CE marking after conformity assessment by the manufacturer (article 19). Beyond 24 metres, the yacht is subject to the construction and safety rules of its flag and, for commercial operation, to the large yacht codes of the registers, under the supervision of a classification society. The contract must name the flag, the classification society and the class notation sought, and make delivery conditional on the issue of the certificates.
Can the yard increase the price during construction?
Not without a clause. The price is in principle fixed, and amendments to the construction contract must, on pain of nullity, be in writing (Transport Code, article L. 5113-2), as in Italy (Navigation Code, article 237). Absent a revision clause, a French yard may invoke hardship under article 1195 of the Civil Code if an unforeseeable change of circumstances makes performance excessively onerous, but that provision is not mandatory: a clause by which the yard accepts the risk of cost changes excludes it. Every technical change must go through a change order priced in money and time and accepted before it is carried out.