Real Estate Purchase Agreement for

THIS SALES AGREEMENT (the "Agreement") dated this ________ day of ________________, ________ (the "Execution Date")

BETWEEN :

_______________
(the "Seller")

-AND-

_______________
(the "Buyer")

BACKGROUND
The Seller wishes to sell a certain completed home and the Buyer wishes to purchase this completed home.

IN CONSIDERATION OF and as a condition of the Seller selling the Property and the Buyer purchasing the Property and other valuable consideration, the receipt and sufficiency of which consideration is acknowledged here, the parties to this Agreement (individually the "Party" and collectively the "Parties") agree as follows:

1. Property
   
1. The Property is sold as freehold.
   
2. The property is situated at _________________________________, title number __________, and the legal description of the property is as follows: _________________________________, which includes fixtures and improvements located on the property and all rights, privileges and appurtenances associated with it, including but not limited to permits, easements, and cooperative and association memberships (the "Property").
   
3. The Seller agrees to sell and convey to the Buyer and the Buyer agrees to purchase from the Seller the Property.
   
4. Exchange of Contracts
   
4. The Agreement is binding upon the exchange of contracts between the Buyer and the Seller, and except with the written agreement of all Parties, the exchange of contracts will take place on 21 January 2025 (the "Exchange of Contracts").
   
5. Exclusivity Agreement
   
5. The Parties agree to enter into an exclusivity agreement beginning on the Exchange of Contracts and terminating _________ days after the Exchange of Contracts. During this time, the Buyer shall have the exclusive right to purchase the Property.
   
6. Purchase Price
   
6. The purchase price for the Property (the "Purchase Price") will be paid as follows:
   
   1. earnest money payable after the Effective Date of this Agreement is: £____________ (the "Deposit");
      
   2. excluding any loan funding fee or mortgage insurance premium, the sum of all financing is: £____________; and
      
   3. the total Purchase Price payable is: £____________.
      
7. Financing Terms
   
7. The portion of the Purchase Price not payable in cash by the Buyer amounts to £____________ and it will be paid by one or more third party mortgage loans.
   
8. This Agreement is not subject to the Buyer being approved for financing.
   
9. Deposit
   
9. The Buyer will deposit £____________ as earnest money at __________ with __________ acting as escrow agent (the "Escrow Agent"), on or before the Exchange of Contracts. Failure to deposit the earnest money as provided in this clause will result in the Buyer being in default under this Agreement.
   
10. Title
    
10. The title to the Property must be transferred free from all mortgages, restrictions, incumbrances, leases, liens, charges, notices, orders, caveats, writs or other interests except as otherwise provided in this Agreement.
    
11. If the title is unregistered at the time of Exchange of Contracts, the Seller agrees to register the title on or before the Closing Date.
    
12. At the Seller's expense, the Seller must provide to the Buyer proof of title and the Seller's ability to transfer it by providing the Buyer with official copies of title and other documents related to proving title, as set out in the relevant legislation, before or immediately following the Exchange of Contracts.
    
13. The Seller must disclose all incumbrances and deliver to the Buyer any instruments related to the incumbrances.
    
14. The Property is sold subject to the following incumbrances:
    
    1. those found in the registers of title number __________ except for financial charges;
       
    2. those specified in this Agreement;
       
    3. those discoverable by inspection prior to the Exchange of Contracts;
       
    4. those the Seller does not, and cannot, reasonably know of; and
       
    5. those that are public requirements.
       
15. Requisitions
    
15. The Buyer may not make requisitions on any incumbrances set out in this Agreement or on any matter shown in the title where the Seller has proven title prior to the Exchange of Contracts, unless the matter comes to light after the Exchange of Contracts, in which case the Buyer has six days to raise requisitions on that matter, or lose the right to raise requisitions on that matter.
    
16. If proof of title is delivered after the Exchange of Contracts, then the Buyer may make requisitions within six days of the later of the Exchange of Contracts or of receiving the proof of title, and the Seller must respond within four days, after which the Buyer has three days to make any observations.
    
17. Vacant Possession
    
17. Unless otherwise provided in this Agreement, the Buyer is entitled to vacant possession on closing.
    
18. Value Added Tax (VAT)
    
18. The Purchase Price and any contents included in the sale of the Property are inclusive of any Value Added Tax (VAT).
    
19. Property Access and Inspection
    
19. The Buyer may, at its sole cost, select inspectors and pest controllers licensed to practice within  or any lawful agent authorized to make inspections to inspect the Property. The Buyer will deliver to the Seller a written notice of any defects in addition to a copy of the inspection report within ten days after the inspection. At all reasonable times, the Seller is to permit the Buyer or its agents access to the Property for the purpose of inspection and will pay for turning on existing utilities.
    
20. Property Condition
    
20. Except as provided for in this Agreement, the Buyer accepts the Property in the same physical state as at the Exchange of Contracts without any further work, repairs, treatments or improvements.
    
21. Energy Performance Certificate
    
21. The Seller must provide to the Buyer, free of charge, a valid energy performance certificate on or before the Exchange of Contracts, and must attach said certificate to this Agreement.
    
22. Warranties
    
22. The Seller makes no express warranties aside from those expressly described in this Agreement or the attached addenda. Upon closing, the Seller agrees to assign all manufacturer warranties that are assignable to the Buyer.
    
23. Closing
    
23. Except with the written agreement of all Parties, the date that the sale of the Property becomes final and the Buyer takes possession (the "Closing Date") shall be no later than 21 January 2025. Unless delayed completion is agreed upon by all Parties, in the absence of legal excuse, the failure to close the sale on the Closing Date by either Party will enable the non-defaulting party to pursue any remedies on default provided in this Agreement or by law.
    
24. Upon closing, the Seller will provide to the Buyer proof of transfer of title, showing no further exceptions to title of the Property except those provided in this Agreement, and a current tax statement which shows no delinquent taxes on the Property.
    
25. The Buyer will pay the Purchase Price in good funds acceptable to the Escrow Agent.
    
26. Any notices, statements, certificates, affidavits, releases, loan documents and other documents required by this Agreement, by law which is necessary for the closing of the sale must be promptly executed and delivered by the Seller and the Buyer.
    
27. All covenants, representations and warranties in this Agreement will survive closing and may be enforced.
    
28. Possession
    
28. Possession of the Property in its current or required state, ordinary wear and tear excepted, will be delivered by the Seller to the Buyer upon proper funding at closing. A tenancy at sufferance relationship will be created between the Parties where there is no authorized written lease agreement and either the Buyer has possession prior to closing or the Seller has possession after closing. The Parties should consult their respective insurance agent and are responsible to ensure adequate coverage exists upon the transfer of ownership and possession.
    
29. Settlement and Other Expenses
    
29. Unless both Parties otherwise agree in writing, the following expenses payable by the Seller (the "Seller's Expenses") must be paid at or prior to closing:
    
    1. All existing liens; prepayment penalties; recording fees; lender, tax statements or certificates; preparation of transfer documents; half of escrow fee; and all expenses payable by the Seller under this Agreement must be released or discharged accordingly.
       
30. The following expenses payable by the Buyer (the "Buyer's Expenses") must be paid at or prior to closing:
    
    1. Loan origination, discount, and buy-down.
       
    2. All expenses related or incident to any loan, including but not limited to, appraisal fees, application fees, credit reports, loan documents preparation fees, recording fees on notes and mortgages or deeds of trust; as well as recording fees on the transfer documents; financing statements; inspection fees; half of escrow fees; all prepaid items including flood and hazard insurance premiums; stamp duty land tax; and all other expenses payable by the Buyer, necessary to perform the Buyer's obligation under this Agreement must be released or discharged accordingly.
       
31. If any expense to be paid by either Party exceeds the amount expressly stated in this Agreement, the Party responsible for the said exceeding amount may terminate this Agreement unless the other Party agrees to pay the excess amount.
    
32. Prorations
    
32. The following items will be prorated and adjusted as property as of the Closing Date: any rents, mortgage interest, realty taxes including local improvement rates and unmetered public or private utility charges and unmetered cost of fuel. If the tax rate for the current year is unknown, the Parties will use the rate from the previous year plus five percent at closing. If the tax rate for the previous year is also unknown, the Escrow Agent will estimate an amount to prorate, holdback sufficient funds and adjust the prorated amount when the new tax statements become available. The Buyer will be obligated to pay the share of the prorated taxes for the current year if the taxes are not paid at or prior to the closing.
    
33. Risk of Loss
    
33. The Seller will bear all risk of loss to the Property or its improvements, which includes, but is not limited to, physical damage or destruction to the Property, or loss caused by compulsory purchase, and will maintain building insurance on the Property, until the Closing Date. If at any point after the Exchange of Contracts but prior to closing, any part of the Property is damaged or destroyed, the Seller will restore the Property to its previous condition as soon as possible before the Closing Date, reasonable delays excepted. If the Seller fails to restore the Property due to unforeseeable factors beyond the control of the Seller, the Buyer may elect one of the following:
    
    1. the Agreement will terminate and the Deposit will be refunded to the Buyer within 10 days;
       
    2. the Closing Date will be extended as necessary to accommodate the performance of restoration; or
       
    3. at closing, the Property in its damaged state will be accepted and all insurance proceeds will be assigned from the Seller to the Buyer and the Buyer will receive an amount equal to the deductible under the Seller's insurance policy.
       

    The Seller's obligations under this provision are independent of any obligations of the Seller found under the heading Property Condition.

34. Remedies on Default
    
34. The Buyer will be in default if the Buyer fails to comply with the provisions of this Agreement, upon which, the Seller may:
    
    1. seek specific performance; or
       
    2. seek other relief as may be provided by law; or
       
    3. seek a combination of any or all of the above remedies; or
       
    4. treat all earnest money as forfeited and the said money be deemed as liquidated damages and the sole remedy for the Seller.
       
35. If completion has not occurred by the Closing Date, the Party who is ready, willing and able to complete may serve on the other Party a notice to complete, after which the defaulting Party has 10 days to complete or the non-defaulting Party may rescind the Agreement. If the non-defaulting Party does not rescind, it may choose to rescind at any time prior to the defaulting Party being ready, willing and able to complete, with interest accruing.
    
36. If the Seller rescinds pursuant to the Buyer's failure to comply with a notice to complete, the Seller is immediately entitled to the Deposit with accrued interest, and may resell the Property and claim damages.
    
37. If the Buyer rescinds pursuant to the Buyer's failure to comply with a notice to complete, the Seller must immediately return the Deposit with accrued interest, and the Buyer must return any documents that were provided to the Buyer by the Seller and cancel any registration, and may seek damages.
    
38. A Seller is ready, willing and able to complete if it has vacated the Property or can immediately do so, the title is ready to be transferred and the Seller has complied with all its other obligations under the Agreement.
    
39. A Buyer is ready, willing and able to complete if it has paid the completion funds or can immediately do so.
    
40. Where completion is delayed due to the default of either Party, the defaulting Party must compensate the non-defaulting Party for any losses and the non-defaulting Party may seek damages.
    
41. The Seller will be in default if the Seller fails to comply with the provisions of this Agreement, upon which, the Buyer may:
    
    1. seek specific performance; or
       
    2. seek such other relief as may be provided by law; or
       
    3. a combination of any or all of the above remedies; or
       
    4. treat this Agreement as terminated and receive the earnest money within ten days of cancellation.
       
42. If the Buyer pulls out of the Agreement after the Exchange of Contracts, the Seller will be immediately entitled to the Deposit, and may seek additional compensation as provided by law.
    
43. Escrow
    
43. The Seller and the Buyer agree that the Escrow Agent is not:
    
    1. a party to this Agreement and will not assume any liabilities incurred as a result of the performance or nonperformance of either the Buyer or the Seller, and that no liability will be incurred unless the Escrow Agent is grossly negligent or willfully breaches the terms of this Agreement;
       
    2. liable for the loss of earnest money as a result of the failure of any financial institution in which the earnest money has been deposited unless the said institution is acting as an Escrow Agent; and
       
    3. liable for interest on the earnest money.
       
44. Upon closing, the earnest money will be applied in the following order with the excess refunded back to the Buyer:
    
    1. any cash down payment; and
       
    2. Buyer's Expenses.
       
45. At all relevant times during the course of this Agreement, the Escrow Agent is required to notify the other Party prior to the releasing of any funds to the Party who is requesting the funds.
    
46. The notice of the Escrow Agent to either Party will be deemed effective upon its deposit to any UK postal office or mailbox with receipt requested, provided that the notice contains adequate postage and the correct mailing address of the Party contained in this Agreement is inscribed on the notice. The notice of objection to the demand of earnest money will be deemed effective upon receipt by the Escrow Agent.
    
47. Seller Representations
    
47. The Seller represents and warrants that there will be no liens, assessments, or security interests from third parties against the Property which will not be satisfied out of the sales proceeds. The Seller makes no representation aside from those expressly provided in this Agreement. If the representations of the Seller are untrue upon the Closing Date, the Buyer may terminate this Agreement and the Deposit will be refunded within 10 days.
    
48. Notices
    
48. All notices pursuant to this Agreement must be written and signed by the respective Party or its agent and all such correspondence will be effective upon it being mailed with return receipt requested, when it is available for collection when sent through a document exchange, or hand-delivered as follows:
    
    

    To the Buyer at:	To the Seller at:
    Name: _______________ Address: ______________________________ Telephone: _______________	Name: _______________ Address: ______________________________ Telephone: _______________

49. Addenda
    
49. In addition to any aforementioned required documents, these addenda will also constitute as part of this Agreement:
    
    1. Third Party Financing Condition Addendum;
       
    2. Energy Performance Certificate; and
       
    3. All relevant title documents including the Title Register, the Title Plan and the Registered Deeds for the Property.
       
50. Assignability
    
50. The Buyer may not assign this Agreement without the Seller’s written consent. This Agreement is binding on the respective heirs, executors, administrators, successors, personal representatives and assigns, as the case may be, of the Seller and the Buyer.
    
51. Effective Date
    
51. The effective date of this Agreement (the "Effective Date") is the latter of the date the Buyer executed this Agreement and the date the Seller executed this Agreement.
    
52. Governing Law
    
52. The Parties agree this Agreement will be construed under the laws of , without regard to the jurisdiction in which any action or special proceeding may be instituted.
    
53. Spousal Interests
    
53. The Seller warrants that no spousal consent is required to give effect to this real estate transaction other than any spousal consent provided in this Agreement.
    
54. Severability
    
54. If there is a conflict between any provision of this Agreement and the applicable legislation of  (the "Act"), the Act will prevail and such provision of the Agreement will be amended or deleted as necessary in order to comply with the Act. Further, any provisions that are required by the Act are incorporated into this Agreement.
    
55. If any term or provision of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement will not be affected and each unaffected term and provision of this Agreement will be valid and be enforceable to the fullest extent permitted by law.
    
56. No Broker or Agent
    
56. There are no obligations on either Party for the payment of broker fees in this Agreement. The Parties agree that no real estate brokers or agents were procured for their services in connection with this Agreement or any part of the sale agreement prior to the signing of this Agreement. If a broker or agent was retained, the Party which employed the said broker or agent will be solely liable for the costs associated with it.
    
57. Agreement of Parties
    
57. This document constitutes the entire agreement of the Parties and it may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreement. The provisions contained in this Agreement cannot be changed except by the signed and delivered written consent of both Parties.
    
58. Consult a Lawyer
    
58. The Seller and the Buyer should consult a lawyer before this Agreement is executed if any aspect of the Agreement is not understood. The Seller and the Buyer agree each will notify the other of the contact information for the respective lawyer, if any, responsible for this real estate transaction.
    
59. General Provisions
    
59. This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures.
    
60. All monetary amounts in this Agreement refer to the pound sterling, and all payments required to be paid under this Agreement will be paid in the pound sterling unless the Parties agree otherwise in writing.
    
61. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender mean and include the feminine gender and vice versa. Words importing persons include firms and corporations and vice versa.
    
62. Time is of the essence in this Agreement. Every calendar day except Saturday, Sunday or a bank holiday in  will be deemed a business day and all relevant time periods in this Agreement will be calculated in business days. Performance will be due the next business day if any deadline falls on a Saturday, Sunday or a bank holiday. A business day ends at five p.m. local time in the time zone in which the Property is situated.
    

    
    EXECUTED by _______________ on the _______ day of ___________ , 20____ .
    
    ____________________________                    ____________________________
    Witness                                                              _______________

    
    EXECUTED by _______________ on the _______ day of ___________ , 20____ .
    
    ____________________________                    ____________________________
    Witness                                                              _______________