Most dental practice purchase contracts in Germany are handled by lawyers without specific dental experience. The result is contracts that meet general commercial law standards but miss dental-specific risks that can cost the buyer significantly in the first year of ownership.
The five clauses most commonly missing from dental practice contracts
1. Patient retention guarantee: Without a clause requiring the seller to actively support patient retention (typically a 3–6 month transition period where they remain available for questions), patient attrition in year one can be 15–30%.
2. Staff transfer terms: Existing staff have protected employment rights. The contract should specify which staff are transferred, at what salaries, and whether existing vacation entitlements are settled before transfer.
3. Equipment condition documentation: A formal equipment inventory with age, service history, and remaining economic life for all items above €1,000 is essential. Hidden equipment failures in the first year are a frequent source of disputes.
4. Hygiene compliance handover: The seller should transfer all current hygiene documentation, maintenance certificates, and any outstanding regulatory requirements. Gaps here can create immediate obligations for the buyer.
5. Non-compete clause: A seller who opens a new practice nearby is a real risk. Contracts should specify geographic radius and duration — typically 2–5 km radius for 2–3 years, depending on the region.
Getting independent valuation before signing
Never rely solely on the seller's valuation. An independent practice valuation by a specialist (typically €1,500–€3,500) is essential before any contract negotiation. It provides your baseline for price negotiation and identifies any structural issues in the business before they become your problem.