CONTRACT OF SALE
This IS A Legally Binding Contract.
If Not Understood, Seek Competent Legal Advice
THIS CONTRACT OF SALE (hereinafter the “Contract”) dated this
_______ day of ___________, 20___, by and between
________________________________________ (“Seller”), and
________________________________________ ("Buyer"), agree as follows:
1. Agreement to Sell and Purchase Subject to the terms and conditions of
this Contract, the Seller sells to the Buyer and the Buyer purchases from the
Seller the Sale Property having an address known as
_______________________________________ (hereinafter the “Sale
Property”); together with all buildings and improvements thereon, permanently
attached fixtures and equipment therein and all electrical, mechanical, heating,
ventilation, plumbing and other utility fixtures, if any, leases and security deposits
if any, and privileges and easements and appurtenances thereunto belonging or
in anywise appertaining.
2. Purchase Price The purchase price (the “Purchase Price”) which the
Buyer shall pay to the Seller for the Sale Property shall be
___________________________________ Dollars ($__________).
The Purchase Price shall be payable in the following manner:
a. A check in the amount of: __________________ Dollars
($__________) shall be deposited into the Escrow Account of
the Seller’s attorney, the receipt of which will be acknowledged
by the holder of said funds (“The Deposit”).
b. The Purchase Price, less any and all Deposits shall be paid in
full by Buyer in cash or by certified check at settlement of which
the Deposit shall be a part.
c. If the Seller does not execute and deliver this Contract, the
Deposit shall be immediately returned to the Buyer. All Deposit
money paid under this Contract shall be held in escrow by the
escrow holder in a non-interest bearing escrow account.
3. Time and Place of Settlement Settlement shall take place within
__________ days of contract acceptance, or sooner by mutual agreement
between the parties. Settlement shall occur within Virginia, or at such other site
as the Buyer may select, provided that the Buyer shall have given the Seller at
least five (5) calendar days advance written notice thereof. TIME IS OF THE
Settlement costs: Notice to Buyer: Buyer, at Buyer’s Expense, shall
be entitled to select its own Title Insurance Company, Settlement
Company, Escrow Company or title Attorney, Mortgage Company or
Financial Institution as Defined in the Annotated Code of Virginia. Buyer
acknowledges that a seller may not be prohibited from offering owner
financing as a condition of settlement.
4. Apportionments and Adjustments The Buyer shall pay all costs of
settlement including but not limited to: of State and County Transfer Taxes,
Recordation Taxes, and cost of recording the Deed and Mortgage (if any) in the
Land Records office. Additional costs such as judgment search, lien sheets,
notary fees, all title fees and conveyancing costs. It being the intent of this
contract that the Seller shall not be responsible for any of the costs of settlement.
All real estate taxes, general or special, shall be adjusted as of the date of
Settlement. All encumbrances for liens, water and sewer charges, completed or
commenced on or prior to the date hereof, or subsequent thereto, whether
assessments have been levied or not as of the date of Settlement.
All prepayments made or payments due under any continuing service
contracts affecting the Sale Property, including water, sewer, electric, gas and
utility bills, parking, garbage removal, and maintenance agreements shall be
adjusted and apportioned as of the Settlement and thereafter assumed by the
All other charges and fees customarily prorated and adjusted in similar
transactions shall be prorated at Settlement and thereafter assumed by the
Buyer. In the event that accurate prorations and other adjustments cannot be
made at Settlement because current bills or statements are not obtainable, the
parties shall prorate on the best available information, subject to adjustment upon
receipt of the final bill or statement.
5. Insurance and Risk of Loss Pending Settlement The Seller shall
immediately cause all fire and similar hazard insurance policies covering the Sale
Property to be endorsed to protect the parties hereto as their respective interest
may appear, and shall continue the insurance in force during the life of this
Contract. The risk of loss or damage to or destruction of the sale Property
occurring prior to Settlement shall be upon the Seller. In the event of destruction
of or damage to the Sale Property, the Seller shall promptly refund the Buyer’s
Earnest Money Deposit and the Buyer hereby assigns, without further
acknowledgment, to the Seller all of the Buyer’s interest in the proceeds of any
insurance covering the damage or destruction. Upon such fire or casualty, this
Contract shall terminate as to the Sale Property and the parties hereto shall be
released from all further liability hereunder, at law and in equity. The Seller shall
promptly notify the Buyer of any damage to or destruction of any or all of the Sale
Property. Pending Settlement, the Seller shall use best efforts to keep the Sale
Property in its present state of condition and repair, reasonable wear and tear
In the event it shall be determined by Buyer that the Sale Property is
inadequately insured by Seller, or if Seller is not able to obtain an endorsement
naming the Buyer as an additional insured, Buyer shall have the right, at Buyer’s
option and expense, to obtain such insurance or additional insurance as shall be
satisfactory to the Buyer.
6. Settlement At the time of Settlement, the following documents shall be
executed and delivered:
a. Seller shall execute and deliver to Buyer a Deed for the Sale
Property containing covenants of special warranty and further
assurances, which shall convey Fee Simple interest in the Sale Property
to the Buyer.
b. Upon payment as above provided of the unpaid purchase money, a
deed for the Sale Property containing covenants of special warranty and
Seller shall execute further assurances at Buyer’s expense, which shall
convey the Sale Property to buyer.
c. In the event Seller is unable to give good and merchantable title or
such as can be insured by a Virginia licensed title company, Seller, at
Seller’s expense shall have the option of curing any defect so as to
enable Seller to give good and merchantable title or of paying any
special premium on behalf of Buyer to obtain title insurance on the
property to the benefit of Buyer.
d. In the event Seller is unable to cure such title defects within said
thirty (30) day period and is unable to obtain a policy of title insurance on
the property to the benefit of Buyer by a Virginia licensed title company,
Buyer shall have the option of taking such title as Seller can give, or
being reimbursed for all Deposit monies paid by Buyer in sole
satisfaction of any claim Buyer may have against Seller. In the latter
event, there shall be no further liability or obligation on either of the
parties hereto and this Contract shall become null and void and all
Deposits hereunder shall be returned immediately to Buyer.
e. The parties shall execute and deliver such other documents as are
reasonably required to consummate the transaction contemplated by this
Contract including but not limited to the following:
i. An assignment of all leases, service contracts and
security deposits. Such assignment shall contain an assumption
by Buyer of Seller’s obligations under the leases and service
ii. To the extent assignable, an assignment of any existing
certificates of occupancy or other license issued by the
applicable governmental authorities with respect to Sale
7. Possession and AS-IS Condition of the Sale Property Possession of
the Sale Property shall be given to the Buyer at Settlement. Seller may not
negotiate new leases or renew existing leases except on a month-to-month basis
without Buyer’s written consent. The Buyer expressly acknowledges that the
Sale Property is being sold in AS-IS, WHERE-IS CONDITION WITH ALL
FAULTS, conditions, and without representation, warranties and without
warranties as to the suitability of the Sale Property for investment purposes or a
return on investment. This provision shall survive the execution and delivery of a
deed and shall survive closing.
8. Seller’s Disclaimer of Representations and Warranties The buyer
acknowledges and agrees that the Seller has not made, does not make and
specifically negates and disclaims any representations, warranties, promises,
covenants, agreements or guaranties of any kind or character whatsoever,
whether express or implied, oral or written, past, present, or future, of, as to
concerning or with respect to the value, nature, quality or condition of the Sale
Property including but not limited to the suitability of the Sale Property for any
and all activities contemplated by the buyer, the income or profit to be derived
from the Sale Property, the manner, quality, state of repair, lack of repair of the
Sale Property; the operative or inoperative nature of the electrical, heating, air
condition (if any), plumbing and any other mechanical systems and related
equipment, appliances and smoke detectors(s) which may be a part of the Sale
Property, the manner or quality of the construction or materials incorporated in to
the Sale Property, and the existence or nonexistence of lead paint, asbestos, or
other hazardous substances in or at the Sale Property. This provision shall
survive the execution and delivery of a deed and shall survive closing.
Buyer acknowledges that there is a possibility that the Sale Property may contain
lead paint. Buyer further acknowledges that it has reviewed the lead paint
warnings and disclosure statements attached hereto for the Sale Property and
agrees to execute such documents prior to transfer of the Sale Property.
9. Termite Inspection Buyer, at Buyer’s expense is authorized to obtain a
written report from a Virginia licensed pest control company that based on a
careful visual inspection, there is no evidence of termite or other wood-destroying
insect infestation in the residence and damage due to previous infestation has
been repaired. If there is evidence of present infestation as described above or if
damage caused by present or prior infestation is discovered, Seller shall have no
liability whatsoever. Buyer shall then have the option to pay for any termite
treatment or repairs for damaged caused by termite infestation; or, declare the
contract null and void and with return of all Deposit monies.
10. Notices Any notices required or permitted to be given by either party to
the other shall have been deemed to have been served when hand delivered, on
the following business day after the notice is deposited in the Untied States mail,
postage prepaid, registered or certified mail, and addressed to the parties as
For the Seller:
For the Buyer:
Either party, by written notice to the other, may change its address to which
notices are to be sent.
11. Breach of Contract and Default The Buyer and Seller are required and
agree to make full Settlement in accordance with the terms of this Contract and
acknowledge that failure to do so constitutes a breach hereof. If Buyer fails to
make full Settlement or is in default due to Buyer’s failure to comply with the
terms, covenants and conditions of this Contract, the Deposit may be retained by
Seller as liquidated damages and not as penalty. Also, Seller retains the right to
enter suit for Specific Performance, or damages or both in the event of a default
by the Buyer. If Seller fails to make full Settlement or is in default due to Seller’s
failure to comply with the terms, covenants and conditions of this Contract,
Buyer's sole remedy is limited to return of the Deposit.
12. Financing Contingency There is to be no financing contingency as a
part of this contract.
13. Commissions Each party hereby represents and warrants unto the
other that they have not acted through or with, or introduced into the transactions
contemplated hereby, any broker, agent, or finder who would be entitled to a
commission or fee upon the execution of this Contract and/or Settlement
hereunder. Each party shall indemnify and hold harmless the other, respectively,
of and from any and all other liability, cost and expense, including reasonable
attorney’s fees, incurred or suffered as a result of breach of the aforesaid
warranty by the indemnifying party.
a. FIRPTA: Seller is not a “foreign person” within the meaning of
the Internal Revenue Code of 1954, as amended (the “Code”), the
transaction contemplated hereby does not constitute a disposition of a
U.S. real property interest by a foreign person, and at Settlement Seller
shall execute an affidavit stating, under the penalties of perjury, the
Seller’s U.S. taxpayer identification number and that Seller is not a foreign
person, it being understood and agreed by Seller that Buyer may be
required to file said affidavit with the Secretary of the Treasury as may be
required pursuant to application regulations.
b. Internal Revenue Filing: Buyer and Seller each agree to cooperate
with the person responsible for Settlement by providing all necessary
information so that a report can be filed with the Internal Revenue Service
pursuant to Section 6045 and the regulations promulgated thereunder.
Any fees incurred by such filing will be paid by the Seller.
c. As used herein, the singular shall include the plural, the plural the
singular, and the use of any gender shall be applicable to all genders.
d. This Contract shall be binding upon the parties hereto and on their
respective personal representatives, heirs, successors or assigns.
This contract contains the final and entire Contract between the parties and they
shall not be bound by any terms, conditions, statements or representation, oral or
written, not herein contained. Any subsequent amendment to this Contract shall
be valid only if executed in writing by the parties or their successors or assigns.
The headings in this Contract are for convenience of reference only and do not
constitute a part hereof.
This Contract shall be construed, interpreted and enforced according to the laws
of the Commonwealth of Virginia, without regard to principles of conflict of laws.
In the event it becomes necessary for either party hereto to file suit to enforce
this Contract or any provision contained herein, the party prevailing in such suit
shall be entitled to recover, in addition to all other remedies or damages,
reasonable attorneys’ fees incurred in such suit.
This Contract has been executed first by Buyer and shall be deemed a
continuing offer of Buyer to purchase the Sale Property from Seller, unless
withdrawn, until ______________, at ___________ (time). If not accepted by
Seller by the aforementioned date and time by delivery of a fully executed copy
of this Contract to Buyer, then the offer and this Contract shall automatically
become null and void.
Electronic Delivery and Counterparts; The parties agree that this Contract shall
be deemed validly executed and delivered by a party if a party executes this
Contract and delivers a copy of the executed Contract to the other party by
telefax or telecopier transmittal, and this Contract may be executed in
counterparts and when taken together shall constitute and bind the parties as if
one Contract had been executed.
IN WITNESS WHEREOF, The parties hereto have duly executed this
Contract of Sale and affixed their seals as of the date and year first above
_________________ ________________________ ________________________
Seller – Print Name Seller Signature
_________________ ________________________ ________________________
Buyer – Print Name Buyer Signature
_________________ _________________________ ________________________
Buyer – Print Name Buyer Signature