Fillable Printable Purchase and Sales Agreement - Alabama

Purchase and Sales Agreement - Alabama

PURCHASE AND SALE AGREEMENT

Conventional Form

With Limited Warranty

This document and the exhibits and attachments are not final or complete instruments, they include several options which

may be included or deleted, and should not be executed in their present form. The HBAA and its local chapters do not assume

any liability for damages arising from the use of this document and the exhibits and attachments thereto and give no opinion

that any of the terms and conditions in this document and the exhibits and attachments should be accepted by the parties in a

particular transaction. Terms and conditions should be negotiated between the parties based upon the respective interests,

objectives, and bargaining positions of all interested parties. Seek specific legal advice from your lawyer.

This PURCHASE AND SALE AGREEMENT (hereinafter “this Agreement”) is hereby bargained for, made, and entered

into on the ________ day of ___________________, 20________, by and between ________________________________________

_______________________________________________________________________________ (hereinafter referred to as “Seller”)

and ________________________________________________________________________________________________________

(hereinafter, whether one or more, referred to as “Buyer”).

W I T N E S S E T H :

Buyer desires to purchase from Seller, and Seller has agreed to sell to Buyer, the following described real property (the

“Land”) situated in ______________________ County, Alabama, and more particularly described as follows:

Address: _____________________________________________________________________________________

Legal description: _____________________________________________________________________________

_____________________________________________________________________________________________

(See attached Exhibit I for legal description of the Land if not inserted in the above space.)

together with all improvements thereon, if any (the Land and said improvements hereinafter referred to together as the “Property”).

The Property either has been or will be improved with a residential dwelling (the “Dwelling”) in accordance with the provisions of

this Agreement. As a part of the negotiation of the terms and provisions of this Agreement, Buyer and Seller have negotiated between

themselves the terms and provisions of a Limited Warranty Agreement and [Insert here one, but only one, of either “a

Preoccupancy Inspection Agreement as described herein below” or “Acknowledgment of Acceptance as described herein

below” and remove as an exhibit the one that was not selected].

NOW, THEREFORE, in consideration of the foregoing recitals, the agreements contained herein and attached hereto, the

provisions of the Limited Warranty Agreement, and other good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, Buyer and Seller do hereby agree as follows:

1. Purchase and Sale. Buyer hereby agrees to purchase the Property from Seller, and Seller hereby agrees to sell the

Property to Buyer.

2. Purchase Price. The purchase price to be paid by Buyer to Seller for the conveyance of the Property, as improved

with the Dwelling, shall be the sum of ____________________________________________________________________ Dollars

(the “Purchase Price”) and shall be payable as follows:

Earnest Money, payable upon the execution of this

Agreement, in the amount of

$____________________________

Additional Earnest Money, payable on or before

________________________ in the amount of

$____________________________

Additional Earnest Money, payable on or before

________________________ in the amount of

$____________________________

The balance of the Purchase Price, in immediately

available funds, payable upon the conveyance of the

Property in the amount of

$____________________________

Total Purchase Price

$____________________________

All payments of Earnest Money and Additional Earnest Money (the Earnest Money and Additional Earnest Money are sometimes

hereinafter referred to collectively as the “Earnest Money”) shall be paid to Seller and may be spent by Seller as Seller deems

appropriate, unless provided otherwise in this Agreement. The Earnest Money may be immediately expended by Seller toward the

costs of constructing or completing the construction of the Dwelling or other improvements to the Property or for any other purpose

that Seller deems appropriate.

3. Financing. The provisions of this paragraph shall be applicable only if initialed by both Seller and Buyer. This

Agreement is subject to Buyer being able to obtain a conventional loan in the amount of $________________________ (the “Loan”).

Buyer agrees to make application for the Loan within ten (10) days after the date of this Agreement and to exert all reasonable efforts

and diligence to obtain approval of the Loan. Buyer agrees to keep Seller fully informed of the status of Buyer’s efforts to secure the

approval of the Loan. Buyer shall provide such evidence as may be required by Seller, including a written commitment for the Loan,

to confirm the final approval of the Loan. Seller shall have the right to delay the commencement of the construction of the Dwelling,

if applicable, or delay the completion of the construction of the Dwelling, if applicable, until such time as Seller has determined, to the

satisfaction of Seller, that the Loan has been or is likely to be approved. Any such determination by Seller shall be for the sole benefit

of Seller and may not be relied upon in any manner by Buyer. The failure of Buyer to secure and deliver to Seller, on or before

_________________ days after the date of this Agreement, a commitment for the Loan in a form acceptable to Seller, shall entitle

Seller, at the election of Seller, to terminate this Agreement, whereupon the Earnest Money, if any, shall be refunded by Seller to

Buyer within thirty (30) days after such termination, without interest, and reduced in an amount equal to any out-of-pocket costs

incurred by Seller in connection with or related to the application for the Loan or the process of the consideration thereof.

Seller: Buyer:

4. The Dwelling. The Property either has been or will be improved with the Dwelling. (The parties should select

one, but only one, of the following subparagraphs by initialing the subparagraph which is applicable.)

As of the execution of this Agreement, the Dwelling has been completed and Buyer has inspected and

accepted the Dwelling, as completed, subject to the preoccupancy inspection to be made by Buyer and

Seller pursuant to the Limited Warranty Agreement and the [Insert here one, but only one, of either “the

Preoccupancy Inspection Agreement” or “Acknowledgment of Acceptance” and remove as an

exhibit the one that was not selected], both of which are attached hereto and both of which are described

in greater detail elsewhere in this Agreement.

Seller:

___________________________________________________________________________________________________________

Buyer:

___________________________________________________________________________________________________________

The construction of the Dwelling has been commenced and, as of the date of this Agreement, is only

partially complete. Buyer has inspected the portion of the Dwelling which has been constructed and finds

same to be acceptable. The construction of the Dwelling shall be completed by Seller in accordance with

the provisions of this Agreement and the Limited Warranty Agreement and in general conformity with

the plans and specifications (the “Plans and Specifications”) described on Exhibit A and incorporated

herein, except that, to the extent that the portion of the Dwelling which has been constructed as of the

date of this Agreement is different from the Plans and Specifications, then the Plans and Specifications

shall be deemed modified to be consistent with the actual construction.

Seller:

___________________________________________________________________________________________________________

Buyer:

___________________________________________________________________________________________________________

The construction of the Dwelling has not yet been commenced. Seller agrees that the Dwelling shall be

constructed in accordance with the provisions of this Agreement and the Limited Warranty Agreement

and in general conformity with the Plans and Specifications attached hereto as Exhibit A and

incorporated herein.

Seller:

___________________________________________________________________________________________________________

Buyer:

___________________________________________________________________________________________________________

The Plans and Specifications, if applicable, have been signed and dated simultaneously with the execution of this Agreement

by both Seller and Buyer and any changes in the Plans and Specifications which have been agreed upon by both Seller and Buyer have

been clearly shown and initialed by both Seller and Buyer. The construction of the Dwelling shall be deemed completed upon the

issuance of a certificate of occupancy by the applicable governmental building inspection department, if there is such a department in

the jurisdiction in which the Property is located, and, if no such department exists, then upon the reasonable determination by Seller

that the construction of the Dwelling is substantially complete.

5. Changes to Plans and Specifications. If Seller has agreed to construct the Dwelling or complete the construction of

the Dwelling in general conformity with Plans and Specifications pursuant to the preceding paragraph, Seller shall be under no

obligation to make any changes, additions or alterations to the Plans and Specifications. Seller may elect to make changes, additions

or alterations to the Plans and Specifications upon the request of Buyer; however, Seller shall not be obligated to do so. In the event

that Seller and Buyer agree upon changes, additions or alterations to the Plans and Specifications, then such agreement shall become

effective only upon the execution by both Seller and Buyer of a written change order, in a form which is acceptable to Seller and

which sets forth the changes to be made and the additional consideration to be paid by Buyer to Seller in connection therewith, and the

payment by Buyer to Seller of such portion of said additional consideration as shall be required by Seller. Any such additional

consideration shall be in addition to the Purchase Price and any payments of said additional consideration by Buyer to Seller shall not

be a credit against the Purchase Price and shall be non-refundable. Seller shall not be obligated to agree to any such changes,

additions or alterations to the Plans and Specifications and may condition any such agreement upon such matters as Seller shall, in

sole discretion of Seller, determine, including, but not limited to, the payment of additional consideration by Buyer, the approval of

such changes by Buyer’s lender and the local building inspection officials, if any. In the event that Seller agrees to such changes and

has not received all of the additional consideration to be paid in connection therewith, then the balance of said consideration shall be

paid at the closing of the sale of the Property. Notwithstanding the foregoing, Seller shall have the right to make such changes,

additions, or alterations to the Plans and Specifications as shall be required by any governmental officers who have jurisdiction or

authority over the construction of the Dwelling, or to cause the construction of the Dwelling to be in compliance with any applicable

building codes or other applicable governmental laws, rules, or regulations, without notice to or approval by Buyer.

6. Decorating Allowance. Seller may allow Buyer to select some or all of the decorating items to be incorporated into

the Dwelling, provided that same have not already been incorporated therein. Such items may include brick, paint colors, roof colors,

light fixtures, wall paper, and floor covering for which Seller shall establish allowances. Buyer shall make such selections within

seven (7) working days after the request by Seller. If selections of Buyer exceed the amount of allowances established by Seller, then

Buyer shall pay such portion of any such excess as shall be required by Seller at the time of making the selections, and the balance, if

any, shall be paid upon the Closing, in addition to the Purchase Price. The allowances established by Seller and which are included in

the Purchase Price are attached hereto as Exhibit B. In no event shall the Purchase Price be reduced as the result of the expenditure of

less than the allowance for any particular item.

7. Condition of the Land.

(a) Buyer hereby affirms that, before signing this Agreement, Buyer has personally walked upon and inspected

the Land. Buyer acknowledges that Buyer and its representatives have had an opportunity to enter the Land for the purpose of

conducting such engineering studies, site investigations and analyses (including soil tests) as Buyer deems desirable to determine

whether the soil or other conditions of the Land are acceptable to Buyer. Buyer agrees that Buyer is acquiring the Land “AS-IS”

without any representation or warranty on the part of Seller other than as to the title.

(b) Buyer waives all claims, present and future, against Seller and Seller’s agents, employees, successors,

assigns, members, owners, managers, partners, officers and contractors based upon or connected with the condition of the Land and

hereby releases Seller and Seller’s agents, employees, successors, assigns, members, owners, managers, partners, officers and

contractors from any liability whatsoever therefor. This provision shall survive the closing of this sale. In addition, the deed to be

delivered by Seller to Buyer as described in this Agreement shall contain a release from damages in the form set forth below:

This conveyance is made with the express reservation and condition that Grantees, for themselves

and on behalf of their heirs, administrators, executors, successors, assigns, contractors, permitees,

licensees and lessees, hereby release and forever discharge Grantor from any and all liability,

claims and causes of action, whether arising at law (by contract or in tort) or in equity with respect

to damage or destruction of property and injury to or death of any person located in, on, or under

the surface of or over the property herein conveyed, as the case may be, which are caused by, or

arise as a result of, past, present, or future soil, subsoil, or other conditions (including, without

limitation, sinkholes, underground mines, subsurface waters, and limestone formations) under or

on the subject property, whether contiguous or non-contiguous. Grantees acknowledge that they

have made their own independent inspections and investigations of the subject property and are

purchasing the subject property in reliance upon such inspections and investigations. For purposes

of this paragraph, Grantor shall mean and refer to the members, managers, agents, employees,

successors, assigns, members, owners, managers, partners, officers and contractors of Grantor and

any successors and assigns of Grantor.

the event of earthquakes or sinkholes and that Seller has made no representation or warranty with respect to the availability of such

insurance coverage.

(d) The Purchase Price does not include any costs or contingencies for rock or other abnormal surface

conditions, and Buyer shall be responsible for the costs of correcting any such conditions. Should such abnormal conditions be

encountered on the building site in connection with foundations and footing excavation or installation of sewer lines, on-site sewage

disposal systems, water lines, or other utility services, Seller shall promptly inform Buyer of same and estimated costs of the

additional work. Such costs may include, but are not necessarily limited to, blasting expenses, jack hammer and drill operations. The

actual costs will be reflected in an increase in the Purchase Price at Closing.

8. Maintenance and Prevention of Moisture-Related Conditions.

(a) Buyer hereby acknowledges and agrees that, upon the closing and occupancy of the Property by Buyer: (i)

it shall be the responsibility and obligation of Buyer to maintain the Property, including the Dwelling and all components thereof, in

good condition and repair, including all caulking, water seals, exterior surfaces and finishes, mortar, water pipes, drainage systems,

HVAC pipes and systems, basement and crawl space areas, gutters, roofs, and landscaping, for the prevention of water penetration,

mildew, mold, spores, fungi, damage to wood and other materials, and other moisture-related conditions; (ii) the failure to do so could

result in health-related problems and/or damage to the Property; (iii) Seller shall have no liability or responsibility with respect to

same; and (iv) Buyer hereby waives and disclaims any claims against Seller arising out of any such condition and any loss, damage, or

injury resulting therefrom.

(b) Buyer further acknowledges and agrees that: (i) if Buyer becomes aware of water intrusion into the

Property, Buyer should respond immediately; (ii) in cases of serious water damage, Buyer should hire construction and indoor air

quality consultants to assess the damage and determine what remediation is needed; (iii) inadequate remediation, even if well-

intentioned, will only create more problems; (iv) water damaged materials may need to be removed, and the source of the water

intrusion should be addressed; (v) the Property may have to be vacated while remediation work is in progress; and (vi) a certified

industrial hygienist experienced with testing for molds in indoor environments should be retained to determine whether the water

damage has caused a source of mold growth and amplification.

(ii) unusual odors may be indicative of water intrusion and mold growth; and (iii) chronic complaints of illness (especially respiratory,

breathing, or allergy-type problems), headaches or nausea may indicate indoor air quality problems and should be taken seriously and

investigated promptly.

9. The Closing. The closing of the purchase and sale of the Property (the “Closing”) shall occur on or before the

____________ day of _______________________, 20______ (the “Closing Date”) except that Seller shall have a reasonable time

thereafter within which to perfect title or cure title defects, and further provided that the Closing Date may be extended by Seller for

such additional time as Seller shall determine to be reasonably necessary (a) as the result of any delay in the approval of Buyer’s

Loan; or (b) to complete the construction of the Dwelling, if applicable, as the result of any delays in the progress of construction due

to items such as, but not limited to, inclement weather, acts of war or terrorism, changes in the Plans and Specifications agreed upon

between the parties, requirements of any building officials or other governing authorities, work stoppages, delays in the delivery of

materials, delays in the approval of Buyer’s Loan, contingencies under this Agreement, the completion of the preoccupancy inspection

and any additional work required as the result thereof, and any other matters which might delay the completion of construction of the

Dwelling; or (c) as a result of any delay caused by the failure or interruption of systems used by Seller or systems used by third parties

upon whom Seller relies or any other system where such failures or interruptions are caused, in whole or in part, directly or indirectly,

by the inability of such systems to accurately calculate, compare, extract, sequence, display, accept, process, store, reserve, and

provide date data in a manner that is consistently correct and accurate, regardless of the date data input, the functions requested, the

date data output requested, or the date upon which the date data is input, processed, or output; or (d) as a result of any damage or

destruction to all or any portion of the Property as the result of fire, storm, or other casualty. In the event of the delay of the Closing

Date pursuant to the foregoing provisions, then the Closing Date shall be that date which has been established in a written notice from

Seller to Buyer provided that such date is no more than ten (10) days after the date of such notice. At the Closing, Seller shall convey

title to the Property to Buyer by statutory warranty deed (with survivorship if requested by Buyer) subject to current ad valorem taxes;

all matters set forth in the title insurance commitment to be provided pursuant to paragraph 10 of this Agreement; any additional

easements, restrictions, rights-of-way, or other such exceptions as Seller deems appropriate to impose upon the Property pending the

closing of the subject purchase and sale; easements, restrictions, rights-of-way, covenants, building setback lines, reservations, and

other matters of record; all matters which would be revealed by an accurate survey or inspection of the Property; applicable

subdivision, zoning and other applicable governmental regulations and restrictions; and less and except any minerals and any mineral,

mining or other subsurface rights previously conveyed or otherwise not owned by Seller. Possession of the Property shall be delivered

to Buyer upon the Closing. The Closing shall be held at such time of day and at such location as shall be reasonably agreed upon

between Seller and Buyer; provided, if the parties cannot agree, then the closing shall be held at such time of day as shall be

established by Seller at either the office of Seller or the office of Seller’s attorney. Buyer shall pay to Seller, at the Closing, the

Purchase Price plus any additional consideration owing with respect to changes in the Plans and Specifications and allowance item

overages, less any Earnest Money previously paid by Buyer and received by Seller.

10. Title Insurance. A commitment for the issuance of an owner’s title insurance policy in the amount of the Purchase

Price, subject to all of the matters set forth in this Agreement with respect to the status of title to the Property and subject to such other

matters as are customarily included in such commitments, shall be furnished by Seller at the Closing.

11. Survey. Buyer does does not (check one) require a survey by a registered Alabama land surveyor of

Buyer’s choosing. Unless otherwise agreed herein, the survey shall be at Buyer’s expense. (NOTE: Only a surveyor can verify the

Property lines, and Buyer’s lender may require a survey.)

12. Termite Contract/Termite Bond. Buyer shall be responsible for purchasing such termite or wood infestation reports,

termite treatment contracts, or termite bonds as Buyer deems appropriate, if any, at the expense of Buyer. Any such report, contract,

or bond, if any, which is provided by Seller shall be accepted by Buyer without representation, obligation, or warranty from Seller,

and Buyer hereby acknowledges and agrees that Buyer shall determine whether any such report, contract, or bond provides sufficient

protection of Buyer’s interests, and Buyer shall look solely to the issuer of any such report, contract, or bond with respect to any

representations, agreements, or obligations therein contained.

13. Closing Costs. At the Closing, Seller shall pay the cost of the preparation of the deed and the premium for the

owner’s title insurance policy, provided, however, in the event of the simultaneous issuance of a mortgagee’s title insurance policy,

the premium shall be divided evenly between Seller and Buyer, even if the mortgagee is Seller. Buyer shall pay all loan closing costs,

discount points, mortgage insurance premiums, prepaid items and recording fees. Ad valorem taxes, any association dues, district

dues and the like shall be prorated as of the date of closing between Seller and Buyer. Unless otherwise agreed herein, all ad valorem

taxes except municipal are presumed to be paid in arrears for purposes of proration, and municipal taxes, if any, are presumed to be

paid in advance.

14. Utilities. Seller agrees that the utility meters when installed will be in Seller’s name through the Closing Date, at

which time Buyer is obligated to transfer such utility services to Buyer.

15. Selection of Attorney. Buyer and Seller hereby do □ do not □ agree to share the fees of a closing attorney. The

parties hereto acknowledge and agree that, if they have agreed to share the fees of a closing attorney hereunder, such fee-sharing may

involve a potential conflict of interest and they may be required to execute an affidavit at closing acknowledging their recognition and

acceptance of same. The parties further acknowledge that they have a right to be represented at all times in connection with this

Agreement and the closing by an attorney of their own choosing, at their own expense.

16. Time Is Of The Essence. TIME IS OF THE ESSENCE with respect to the obligation of Buyer to close the purchase

of the Property and pay the Purchase Price within the time required pursuant to this Agreement.

17. Agency Disclosure/Disclaimer/Commissions. The listing company is ____________________________________.

The selling company is ___________________________________________________.

The LISTING COMPANY is: (Two blocks may be checked)

An Agent of Seller

An Agent of Buyer

An Agent of both Seller and Buyer and is acting as a Limited Consensual Dual Agent

Assisting _______ Buyer as a Transaction Broker

_______ Seller as a Transaction Broker

The SELLING COMPANY is: (Two blocks may be checked)

An Agent of Seller

An Agent of Buyer

An Agent of both Seller and Buyer and is acting as a Limited Consensual Dual Agent

Assisting _______ Buyer as a Transaction Broker

_______ Seller as a Transaction Broker

Seller: Buyer:

Buyer acknowledges that the listing agent has undertaken no duty to Buyer, whether fiduciary or otherwise, and Buyer

affirms that Buyer has not relied upon said listing company or any representation by it or its agents, servants, or employees in entering

into this Agreement, and Seller shall not be bound or obligated pursuant to any such representation, nor by any representation made by

the selling company or its agents, servants, or employees, unless same shall have been set forth fully in this Agreement.

Buyer further acknowledges that Buyer has not relied upon any advice or representations of Seller, any listing company, any

selling company, or any sales person associated therewith relative to (i) the legal or tax consequences of this Agreement and the sale,

purchase, or ownership of the Property; (ii) except as provided in the Limited Warranty Agreement (as defined herein), the structural

condition of the Property; (iii) the character of the neighborhood; (iv) the investment or resale value of the Property; (v) the use or

condition of adjoining or neighboring property; (vi) subsurface conditions, including radon and other potentially hazardous materials

and/or gases; or (vii) any other matters affecting Buyer’s willingness to purchase the Property on the terms and price herein set forth.

Buyer acknowledges that if such matters are of concern to Buyer in the decision to purchase the Property, Buyer has sought and

obtained independent advice relative thereto. Buyer further acknowledges that the promotional brochures and drawings, if any, with

respect to the Property are not exact depictions of the Property, the Dwelling, or surrounding areas and have not been relied upon by

Buyer in the determination to enter into this Agreement.

In the event of the closing and funding of this purchase and sale, Seller agrees to pay a commission in the amount of

_____________________ percent (_______%) of the Purchase Price of $___________________________ payable as follows:

_____________________ percent (_______%) to the listing company and _____________________ percent (_______%) to the

selling company.

18. Insulation. Living area ceilings will be installed with blown fiberglass type insulation to a thickness of

_______________________ (_____) inches or batt fiberglass type insulation to a thickness of _______________________ (_____)

inches, which thickness, according to its manufacturer, will (in either case) result in an R-Value of _____________________ (_____).

Living area exterior walls will be insulated with batt fiberglass type insulation to a thickness of _______________________ (_____)

inches, which thickness, according to the manufacturer, will result in an R-Value of _______________________ (_____). Buyer

acknowledges and agrees that, in accordance with Federal Trade Commission Regulations, this information has been supplied by the

installer of the insulation and has not been determined by Seller. Buyer acknowledges and agrees that Seller shall have no liability or

obligation with respect to the accuracy of the information included in this paragraph.

19. Casualty Loss. In the event of any damage or destruction to all or any portion of the Property as the result of fire,

storm, or other casualty, then Seller shall have the right, at the election of Seller, to either (a) extend the Closing Date as necessary to

permit Seller to remedy any such damage and complete the construction of the Dwelling or (b) terminate this Agreement, whereupon

the Earnest Money shall be refunded to Buyer and Seller shall be relieved of any obligation to complete the Dwelling or close the sale

of the Property.

20. Arbitration. Seller and Buyer acknowledge and agree that this transaction substantially affects interstate commerce

by virtue of the materials and components contained in the Dwelling. Any controversy, claim, or dispute arising out of or relating to

this Agreement, or the breach thereof, or the transaction contemplated hereby, shall be settled by binding arbitration pursuant to the

Federal Arbitration Act, 9 USC § 1, et seq., and shall be administered in accordance with the applicable rules of [Insert here an

arbitration option of your choice, such as “The Construction Industry Rules of the American Arbitration Association” or “the

Better Business Bureau of (Insert here the designation of your local Better Business Bureau)” or such other system as you

might prefer]. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

21. Notices. Any notices to be given pursuant to the provisions of this Agreement shall be in writing and shall be

deemed received by the party to whom given when deposited in the United States Mail, by certified mail, with postage pre-paid, and

addressed as follows:

When to Seller:

___________________________________________

When to Buyer:

___________________________________________

The address of a party may be changed by written notice to the other party in the manner described above.

22. Default.

(a) By Seller: If this transaction is not concluded because of the material default of Seller in the performance

of the obligations of Seller pursuant to this Agreement, and if said default is not remedied within thirty (30) days after written notice

from Buyer to Seller setting forth the details of the default and demanding that the default be remedied (or within such reasonable

period of time as may be necessary to remedy the default in the event that thirty (30) days is not a sufficient time, provided that Seller

is diligently pursuing the remedy of any such default), then the Earnest Money and any other sums received by Seller from Buyer with

respect to changes in the Plans and Specifications or with respect to allowance overages, shall be refunded to Buyer, without interest,

and thereupon this Agreement shall be deemed terminated and both Seller and Buyer shall be relieved of any further obligations

hereunder. This shall be the sole remedy available to Buyer in the event of a default by Seller.

(b) By Buyer: In the event of default by Buyer in the performance of the obligations of Buyer under this

Agreement, and should said default not be remedied within ten (10) days after written notice from Seller to Buyer setting forth the

details of the default and demanding that the default be remedied, then, at the election of Seller, (i) Seller shall retain all sums paid to

Seller by Buyer pursuant to this Agreement including, but not limited to, the Earnest Money, any sums with respect to changes in the

Plans and Specifications, any sums with respect to allowance overages, and any other sums, as liquidated damages, whereupon this

Agreement shall be deemed terminated and both Seller and Buyer shall be relieved of any further obligations hereunder; or (ii) Seller

shall have the right to retain all sums paid to Seller, as aforesaid, by Buyer, which sums shall be applied toward the actual damages of

Seller, and Seller shall be entitled to recover from Buyer the balance of any damages incurred by Seller; or (iii) Seller shall have the

right to retain all sums paid to Seller, as aforesaid, by Buyer, and Seller shall have the right to pursue, in addition to the retainage of

said sums, equitable relief against Buyer, including the remedy of specific performance together with the recovery of Seller’s

attorney’s fees and costs; or (iv) Seller shall have the right to pursue any one or more of the foregoing or any other remedies available

to Seller under applicable law together with the recovery of Seller’s attorney’s fees and costs. The pursuit of any one or more of said

remedies shall not be deemed a waiver of the right to pursue any other remedies.

23. General Provisions.

(a) If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable,

that determination will not affect the enforceability of the remaining portions.

(b) This Agreement shall be binding upon Seller and Buyer, and their respective heirs, executors,

administrators, successors and assigns.

(d) The titles or headings to the paragraphs included herein are for convenience only and shall not add to,

reduce, limit or modify in any manner the content thereof.

(e) The use of one gender shall include all other genders, the use of singular shall include the plural, and the

use of the plural shall include the singular, all as may be appropriate to the context in which they are used.

(f) The rights of Buyer hereunder may not be assigned by Buyer without the written consent of Seller, which

consent may be withheld in the sole discretion of Seller.

24. Limited Warranty/Preoccupancy Inspection. Buyer and Seller agree to the terms and conditions of the Limited

Warranty Agreement attached hereto as Exhibit C and made a part of this Agreement. The terms and provisions of the Limited

Warranty Agreement have been fully negotiated between Buyer and Seller as a part of the negotiation of the terms and provisions of

this Agreement. The Limited Warranty Agreement has been fully executed, as of the date of this Agreement, and the terms and

provisions thereof are an integral part of the terms and provisions of this Agreement. Buyer and Seller agree to re-execute the Limited

Warranty Agreement and to deliver duplicate originals of same at the Closing. Buyer and Seller agree to be fully bound by the terms

and provisions of the Limited Warranty Agreement and agree that the Limited Warranty Agreement shall survive the Closing and the

conveyance of title to the Property. Pursuant to the Limited Warranty Agreement, Buyer and Seller shall make a preoccupancy

inspection of the Dwelling and shall [Insert here one, but only one, of either “complete and execute the Preoccupancy Inspection

Agreement” or “execute, prior to the Closing, the Acknowledgment of Acceptance”] which is attached as an exhibit to the

Limited Warranty Agreement.

(a) Duration of Limited Warranty. Seller and Buyer have negotiated and agreed upon the Limited Warranty

Period, as defined in paragraph 1 of the Limited Warranty Agreement, and acknowledge that the duration of the Limited Warranty

Period, as negotiated between Seller and Buyer, has been material to the amount of the Purchase Price and the other terms and

conditions set forth in this Agreement.

(b) Buyer’s Acknowledgment. Buyer hereby acknowledges that Seller has offered to agree to a Limited

Warranty Period of greater duration than that which is set forth in paragraph 1 of the Limited Warranty Agreement and that, rather

than accepting the longer duration of the Limited Warranty Period, Buyer has preferred to reduce the amount of the Purchase Price, to

the amount thereof which is set forth in this Agreement, and accept the Limited Warranty Period of the duration set forth in paragraph

1 of the Limited Warranty Agreement.

[If you want to offer different durations of the Limited Warranty Period based upon appropriate revisions to the Purchase

Price, then this subparagraph (b) or a provision similar thereto might be included in your contract documents; otherwise, the

foregoing subparagraph (b) should be deleted.]

25. WAIVER OF WARRANTIES AND CLAIMS. BUYER AGREES THAT THE LIMITED WARRANTY

AGREEMENT IS GIVEN IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING,

BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,

HABITABILITY AND WORKMANSHIP, AND IS ALSO IN LIEU OF ANY CLAIMS FOR CONSEQUENTIAL DAMAGES,

MENTAL ANGUISH OR DISTRESS, AND FOR DAMAGES BASED UPON NEGLIGENCE, AND BUYER HEREBY

EXPRESSLY WAIVES AND DISCLAIMS ALL SUCH OTHER WARRANTIES AND CLAIMS WITH RESPECT TO BOTH THE

DWELLING AND THE PROPERTY.

Buyer acknowledges that Buyer has read, understood, and accepted the foregoing.

Buyer:

____________

26. Entire Agreement. This Agreement and the Limited Warranty Agreement, together with all of the other exhibits and

attachments to this Agreement and the Limited Warranty Agreement, constitute the entire agreement of the parties, and Buyer

acknowledges that Buyer has not relied upon any oral or written statements, undertakings, or representations and that no prior

agreement or understanding shall be valid or of any force or effect, unless the same have been fully set forth in this Agreement, the

Limited Warranty Agreement, or the attachments and exhibits thereto. The covenants and agreements contained in this Agreement

and the Limited Warranty Agreement cannot be altered, changed, modified, or added to, except in a written instrument signed by

Buyer and Seller. No representation, inducement, understanding, or anything of any nature whatsoever made, stated, or represented

by Seller or on Seller’s behalf, either orally or in writing (except as specifically set forth in this Agreement or in the Limited Warranty

Agreement), has induced Buyer to enter into this Agreement or shall be enforceable in any manner against Seller.

IN WITNESS WHEREOF, the undersigned parties have set their hands and seals to this Agreement on this the ________ day

of ______________________, 20________.

SELLER:

By: ______________________________________________

Witness Its: _____________________________________________

BUYER:

__________________________________________________

Witness

__________________________________________________

Witness

The HBAA and its local chapters do not assume any liability for damages arising from the use of this document and give no

opinion that any of the terms and conditions in this document should be accepted by the parties in a particular transaction.

Terms and conditions should be negotiated between the parties based upon the respective interests, objectives and bargaining

Association of Alabama.

EXHIBIT A

Plans and Specifications

The Plans have been prepared by ______________________________________________________________________________

dated the ___________ day of ________________________, 20_________, include __________ pages, and have been signed and

dated by Seller and Buyer.

The Specifications have been prepared by __________________________________________________________________________

dated the ___________ day of ________________________, 20_________, include __________ pages, and have been signed and

dated by Seller and Buyer.

EXHIBIT B

Decorating Allowance

Allowance Item Allowance Amount