Fillable Printable Purchase and Sales Agreement - Alabama

Purchase and Sales Agreement - Alabama

PURCHASE AND SALE AGREEMENT

Conventional Form

With Limited Warranty

Thisdocument andthe exhibits and attachments are not finalor complete instruments, theyincludeseveraloptionswhich

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 ofthis document and the exhibits and attachments thereto and give no opinion

that any of the termsand conditions in this document andthe exhibits and attachments should be accepted by the partiesin a

particular transaction. Terms and conditionsshould be negotiated between the parties based upon the respectiveinterests,

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

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

into on the ________ day of ___________________, 20________, by andbetween________________________________________

_______________________________________________________________________________ (hereinafter referred to as “Seller”)

and ________________________________________________________________________________________________________

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

W IT N E SS E T H :

Buyerdesires to purchase from Seller,and Seller has agreed to sellto Buyer, the following described realproperty (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 saidimprovements hereinafter referred to together as the “Property”).

The Property either has been orwill be improved with aresidential 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

themselvesthe termsand provisionsof a Limited WarrantyAgreement and [Insert hereone, but onlyone, of either “a

Preoccupancy Inspection Agreementas described herein below” or “Acknowledgmentof Acceptance as described herein

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

NOW, THEREFORE,in consideration of theforegoing recitals,the agreements containedherein and attached hereto,the

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

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

1.Purchase and Sale. Buyerhereby agrees topurchasethePropertyfromSeller, andSeller herebyagrees to sell the

Property to Buyer.

2.Purchase Price. The purchase priceto be paid byBuyer to Seller for the conveyance of the Property, asimproved

with theDwelling, shallbe 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, payableon or before

________________________ in the amount of

$____________________________

Additional Earnest Money, payableon or before

________________________ in the amount of

$____________________________

The balance of thePurchasePrice,in immediately

available funds, payable upon the conveyance ofthe

Property in the amount of

$____________________________

Total Purchase Price

$____________________________

Allpaymentsof EarnestMoney andAdditional Earnest Money (the EarnestMoney andAdditionalEarnest Money aresometimes

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 orcompleting the construction of the Dwelling or other improvements to the Property or for any other purpose

that Seller deems appropriate.

3.Financing. The provisions ofthisparagraph shall beapplicable only if initialed by both Seller and Buyer. This

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

Buyeragrees to make applicationfor theLoan within ten (10)days afterthe date of this Agreementand to exertallreasonable efforts

and diligence to obtain approval of the Loan. Buyer agrees to keep Seller fully informed of the status of Buyer’s efforts tosecure 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 thefinal approval of the Loan. Seller shall have theright to delay the commencement of the construction of theDwelling,

if applicable, or delay the completion of the construction of the Dwelling, if applicable, until suchtime 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 secureand deliverto 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 terminatethis Agreement,whereupon the Earnest Money, if any, shall be refunded by Seller to

Buyerwithin 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 beimprovedwiththe 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 tothe LimitedWarranty Agreement and the [Insert here one, but onlyone, 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 attachedhereto 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 dateof 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 provisionsof this Agreement and the LimitedWarranty Agreement and in general conformity with

the plans and specifications (the“Plans andSpecifications”) describedon ExhibitA 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 yetbeen commenced. Seller agrees thatthe 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 ExhibitA 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 Buyerhave

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

issuance ofa certificate of occupancy bythe applicable governmental building inspection department, if there is sucha department in

the jurisdictionin which theProperty is located, and, if nosuch department exists, thenuponthe 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 andSpecifications pursuant to thepreceding paragraph, Seller shall beunder no

obligation to make any changes, additionsor alterations to the Plans and Specifications. Sellermay 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, additionsor alterations to the Plans and Specifications,then such agreement shall become

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

which sets forth the changes to be made andthe 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 thePurchase Price andany payments of saidadditional consideration byBuyer 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 suchchanges,

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 byBuyer, the approval of

such changes byBuyer’s lender and the local building inspection officials, if any. In the event thatSelleragrees to such changes and

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

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 allowBuyer 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, andfloor covering for which Seller shall establish allowances. Buyer shall make such selectionswithin

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

Buyershall pay such portionof any such excess as shallbe required by Seller at the time of making the selections, andthe 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 PurchasePrice areattached heretoas ExhibitB. 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 herebyaffirms that, before signing this Agreement, Buyer has personally walked upon and inspected

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

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

whetherthesoil or other conditions of the Landareacceptable to Buyer. Buyer agrees that Buyeris acquiring the Land “AS-IS”

withoutany representation or warranty on the part of Seller other than as to the title.

(b)Buyerwaives all claims, present and future,againstSellerand Seller’s agents, employees, successors,

assigns, members, owners, managers, partners, officers and contractors based upon or connected with the conditionof 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 ofthis 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 expressreservation and conditionthatGrantees,for themselves

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

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

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

to damageor destructionof propertyand injury to or death of anyperson located in, on, orunder

the surfaceof or over the property hereinconveyed, as the case may be, whichare 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, Grantorshall 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.

(c)Buyeracknowledges that Buyer has been advised to investigate the purchase of insurance for protection in

the event of earthquakes or sinkholes and that Seller has made no representationor warranty withrespect to the availabilityof 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 onthe building site in connection with foundations and footing excavation or installation ofsewer lines, on-site sewage

disposalsystems, water lines, or other utility services, Seller shallpromptly inform Buyer of same and estimated costs of the

additional work. Suchcosts 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.Maintenanceand Prevention of Moisture-Related Conditions.

(a)Buyerhereby acknowledgesand agrees that, upon the closing and occupancy of the Propertyby 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, exteriorsurfaces andfinishes, mortar, water pipes, drainage systems,

HVAC pipes and systems,basement and crawlspace areas, gutters, roofs,and landscaping,for theprevention of water penetration,

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

result in health-related problemsand/or damage tothe Property; (iii) Seller shall have noliability 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)Buyerfurther acknowledges and agrees that: (i)if Buyerbecomesaware of water intrusion into the

Property, Buyer should respondimmediately; (ii) in casesof serious water damage, Buyer shouldhire constructionandindoor 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 mayneed to be removed, and the source of the water

intrusion should be addressed; (v) theProperty may have to be vacatedwhile remediation work is in progress; and (vi) a certified

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

damage has caused a source of mold growth and amplification.

(c)Buyer further acknowledges and agrees that: (i)unusual odors should alsobe investigated promptly;

(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 ornauseamay indicate indoor airquality problems and shouldbe takenseriously and

investigated promptly.

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

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

thereafter within which to perfect title or cure title defects, andfurther providedthat the Closing Date may be extended bySeller for

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

Loan;or (b) to complete theconstruction of the Dwelling, if applicable, as the resultof any delaysin the progress of construction due

to items suchas, but not limited to, inclement weather, acts ofwar or terrorism, changesin the Plans and Specifications agreed upon

between the parties, requirementsof 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 additionalwork 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 orindirectly,

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 anydamage or

destruction to all or any portion of the Property as the result of fire, storm, or other casualty. In the event of the delayof 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, Sellershall 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 othersuch exceptions as Sellerdeems appropriate to impose upon the Property pending the

closing of the subject purchase and sale; easements, restrictions, rights-of-way, covenants, building setbacklines, 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; andless and except anyminerals and any mineral,

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

to Buyer upon the Closing. The Closingshall beheld 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 ofan owner’stitle insurance policy inthe amount of thePurchase

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 bya registered Alabama land surveyor of

Buyer’s choosing. Unless otherwise agreed herein, thesurvey 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,

termitetreatment contracts, or termite bonds as Buyer deems appropriate, if any, at the expense of Buyer. Any suchreport, contract,

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

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 ofany such report, contract, or bond with respect to any

representations, agreements, or obligations therein contained.

13.Closing Costs. At the Closing, Seller shall paythecost of the preparation ofthedeed andthe 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 loanclosing 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 advalorem

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

paid in advance.

14.Utilities. Seller agrees that the utilitymeters wheninstalled will bein 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 herebydo □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 theymay 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 withthis

Agreementand the closing by an attorney oftheir 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 companyis ____________________________________.

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:

Buyeracknowledges thatthe listing agenthas 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.

Buyerfurther acknowledges thatBuyer has not relied uponany adviceor representations of Seller, any listing company, any

selling company, or any sales person associatedtherewithrelative to (i) the legal or taxconsequences 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) thecharacter of theneighborhood; (iv) the investment or resalevalue 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) anyother matters affecting Buyer’s willingness to purchasethePropertyonthe terms and price herein set forth.

Buyeracknowledges thatif such mattersare of concern to Buyer in the decision to purchase theProperty, Buyer has soughtand

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

respect to the Propertyare not exact depictions of the Property, the Dwelling, or surrounding areas and have not been reliedupon by

Buyer in the determination to enter into this Agreement.

In the event ofthe closingandfunding 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 listingcompanyand_____________________ percent (_______%) to the

selling company.

18.Insulation. Living areaceilings will be installed with blownfiberglass type insulation to a thickness of

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

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 toa thickness of _______________________ (_____)

inches, which thickness, according tothe manufacturer, will result in an R-Valueof _______________________ (_____). Buyer

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

installeroftheinsulationand has not been determined by Seller. Buyer acknowledges and agrees that Seller shall have noliability or

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

19.Casualty Loss. In the event of any damage or destructiontoall orany portionof 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

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

of the Property.

20.Arbitration. Seller and Buyer acknowledge andagree that this transaction substantiallyaffects 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 thebreach thereof, or the transaction contemplated hereby, shall besettled bybinding arbitration pursuant to the

FederalArbitration Act, 9USC §1, et seq., and shall be administered in accordance with the applicable rules of [Insert herean

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

Better BusinessBureau of (Insert here the designationof your localBetter 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 whomgiven 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 defaultis not remedied within thirty (30) days after writtennotice

from Buyer to Seller setting forth the details of the default anddemanding that the defaultbe 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 andSpecifications or with respect toallowance overages, shall be refundedto Buyer, withoutinterest,

and thereupon this Agreement shall bedeemed terminated and both Sellerand 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 defaultby Buyer in the performance of the obligations of Buyer underthis

Agreement,and should said defaultnot be remedied withinten (10) daysafter written noticefrom Seller to Buyer settingforth the

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

Seller by Buyer pursuantto this Agreementincluding,but not limited to, the Earnest Money, any sums with respect to changesin the

Plans and Specifications, any sums with respectto allowance overages,andany other sums, as liquidated damages, whereupon this

Agreementshall be deemed terminated and bothSeller 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)Sellershall 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 rightto pursue any one or more of the foregoing or any other remedies available

to Seller under applicable lawtogether with the recovery of Seller’s attorney’s fees and costs. The pursuit ofany 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 bya court of competent jurisdictionto be unenforceable,

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

(b)This Agreement shallbe binding upon Sellerand Buyer, and theirrespective heirs, executors,

administrators, successors and assigns.

(c)This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama.

(d)The titles or headings to the paragraphs included herein are for convenience only and shall notadd 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 theplural, andthe

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 Buyerhereunder may not be assigned by Buyer without thewritten consentof Seller, which

consent may be withheld in the sole discretion of Seller.

24.Limited Warranty/PreoccupancyInspection. Buyer and Seller agree tothe terms andconditionsof the Limited

Warranty Agreementattachedhereto as Exhibit C and madea partofthisAgreement.The termsandprovisions of the Limited

Warranty Agreementhave beenfully negotiatedbetweenBuyer and Selleras a part of thenegotiation of the terms andprovisions of

this Agreement. The LimitedWarrantyAgreement has been fully executed, asof the date of this Agreement, and theterms 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 Agreementandtodeliver duplicateoriginals of sameattheClosing.BuyerandSelleragree 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.Pursuantto the Limited Warranty Agreement,Buyer and Seller shall make apreoccupancy

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

Agreement” or “execute, priorto the Closing,the Acknowledgment of Acceptance”]which is attached asan exhibitto the

Limited Warranty Agreement.

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

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

Period, as negotiated between Sellerand 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 Sellerhas offered to agree to a Limited

Warranty Periodofgreaterduration thanthat whichis set forth inparagraph1 of the Limited Warranty Agreement and that, rather

than accepting the longer duration of the LimitedWarranty Period, Buyer has preferred toreduce the amount of the Purchase Price, to

the amount thereof which is set forth inthis Agreement, and accept the Limited WarrantyPeriodof theduration set forth in paragraph

1 of the Limited Warranty Agreement.

[If you want to offer different durations of theLimited WarrantyPeriodbased 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 OFWARRANTIES AND CLAIMS. BUYER AGREES THATTHE 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 UPONNEGLIGENCE,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 anyforce or effect, unless the samehave beenfully set forthin this Agreement, the

Limited Warranty Agreement, or the attachmentsand exhibits thereto.The covenants and agreements contained in thisAgreement

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

Buyerand 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: ______________________________________________

WitnessIts:_____________________________________________

BUYER:

__________________________________________________

Witness

__________________________________________________

Witness

TheHBAA and its localchaptersdo not assume any liabilityfor damagesarising from theuseof this document and giveno

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 Specificationshave 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 ItemAllowance Amount