STANDARD 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 Property having an address known as ______(hereinafter the “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 Property shall be ______($ ______).
The Purchase Price shall be payable in the following manner:
A check in the amount of: ______, ($______) shall be deposited into the Escrow Account of the Attorney for the Buyer, the receipt of which will be acknowledged by the Attorney for the Buyer (“The Deposit”).
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.
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 Attorney for the Buyer in a non-interest bearing escrow account.
3. Time and Place of Settlement. Settlement shall take place on or before ______(___) days from the ratification of this Contract 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.
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 Financial Institutions Article, Annotated Code of the Commonwealth 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 Seller shall pay reasonable settlement costs including but not limited to: all State and County Transfer Taxes. The Buyer will pay reasonable settlement costs, recordation taxes and/or revenue stamps; and cost of recording Deed and Mortgage.
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 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 Buyer.
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 risk of loss or damage to or destruction of the Property occurring prior to Settlement shall be upon the Seller. In the event of destruction of or damage to the Property, the Seller shall promptly notify Buyer of any damage or destruction to the property and Buyer shall have the option of declaring the contract null and void, in which case Seller shall promptly refund Buyers earnest money deposit and the parties shall have no further mutual obligations hereunder.
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 Property containing covenants of special warranty and further assurances, which shall convey Fee Simple interest in the Property to the Buyer.
b. In the event Seller is unable to give good and merchantable title or such as can be insured by a Virginia licensed title company, with Buyer paying not more than the rate as set by the Virginia Insurance Commissioner, 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.
c. In the event Seller is unable to cure such title defects within thirty (30) days 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.
d. 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 contracts.
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 Property.
7. Possession and AS-IS Condition of the Property. Possession of the 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 Property is being sold in AS-IS, WHERE-IS CONDITION.
8. 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 be responsible to treat the infestation and cure areas damaged by the termites. Should the cost of the treatment and ensuing repairs exceed 3% of the sale price, Seller shall have the option to declare the contract null and void and authorize return of the deposit back to the Buyer.
9. 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 follows:
For the Seller:
Fax:
For the Buyer:
Fax:
Either party, by written notice to the other, may change its address to which notices are to be sent.
10. 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, Seller’s sole remedy shall be to retain Buyer’s Deposit as liquated damages and not as a penalty.
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 is entitled to pursue such a claim for specific performance, file suit for actual damages, or request a return of its Deposit. In the event a lawsuit is filed, the complaining party has the right to seek reasonable legal attorney’s fees as a result of the default.
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.
11. Miscellaneous. 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. This Contract is fully assignable.
Seller will allow Buyer and/or his inspectors complete access to the property for a whole house inspection, a wood-destroying pest inspection, and any other inspections Buyer deems necessary, all at Buyer’s expense. Buyer’s obligation to close is contingent upon the results of these inspections being satisfactory to Buyer. In the event Buyer determines to terminate contract as a result of any of these inspections, Seller shall promptly refund Buyer’s deposit and neither party shall have any further obligations to each other.
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 or transmittal by email using Adobe Acrobat PDF, 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.
12. This Contract is Contingent. This Contract is contingent upon the agreement by the first mortgage lender to release the property at a short sale amount agreeable to the buyer and that will afford the seller the ability to convey the property at settlement without the necessity of expending his/her own funds to do so. Seller understands and agrees that any proceeds from the sale that otherwise would be due and payable to the seller after satisfaction of the first mortgage shall be applied to any other liens and encumbrances secured by the property including but not limited to municipal taxes and water bills.
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 written.
WITNESS/ATTEST
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Seller – Print Name Seller Signature
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Seller – Print Name Seller Signature
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Buyer – Print Name Buyer Signature
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Date
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