RESIDENTIAL PURCHASE AND SALE AGREEMENT

(North Carolina)

[// GUIDANCE: This template is drafted for use in standard residential transactions governed by North Carolina law. It integrates the North Carolina Residential Property Disclosure Act (N.C. Gen. Stat. § 47E) and the Good Funds Settlement Act (N.C. Gen. Stat. § 45A). Customize all bracketed terms, add schedules/exhibits, and remove guidance notes before circulation.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
   3.1 Purchase and Sale
   3.2 Purchase Price; Deposits
   3.3 Closing
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block
Exhibit A – Legal Description
Exhibit B – Disclosure Statement(s)
Exhibit C – Contingency Schedule

I. DOCUMENT HEADER

THIS RESIDENTIAL PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

1. [SELLER LEGAL NAME], a [state and entity type/individual] (“Seller”); and
2. [BUYER LEGAL NAME], a [state and entity type/individual] (“Buyer”).

WHEREAS, Seller is the record owner of certain real property and improvements commonly known as [STREET ADDRESS, CITY, NC ZIP] and more particularly described in Exhibit A (the “Property”); and

WHEREAS, Buyer desires to purchase, and Seller desires to sell, the Property on the terms and conditions set forth herein;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

II. DEFINITIONS

For ease of reference, the following capitalized terms have the meanings set forth below. Section references are to this Agreement unless otherwise noted.

“Affiliate” – Any entity controlling, controlled by, or under common control with a party.
“Appraisal Contingency Deadline” – The date identified in Exhibit C by which Buyer must deliver any Appraisal Objection Notice.
“Closing” – The consummation of the transactions contemplated herein, to occur on the Closing Date in accordance with Section 3.3.
“Closing Attorney” – The North Carolina licensed attorney or approved settlement agent conducting the Closing.
“Closing Date” – [CLOSING DATE] or such other date as the parties may mutually agree in writing.
“Contingency Period” – Collectively, the Due Diligence Period, Financing Contingency Period, Appraisal Contingency Period, and Title Review Period set forth in Exhibit C.
“Deed” – A North Carolina general warranty deed in recordable form conveying fee simple title to Buyer subject only to Permitted Exceptions.
“Deposit Holder” – [NAME OF ESCROW/SETTLEMENT AGENT] holding the Earnest Money Deposit pursuant to Section 3.2(b).
“Due Diligence Fee” – The non-refundable fee (if any) defined in Section 3.2(a)(ii).
“Due Diligence Period” – The period commencing on the Effective Date and ending at 11:59 p.m. (Eastern) on [DUE DILIGENCE DEADLINE].
“Earnest Money Deposit” – The good-faith deposit described in Section 3.2(a)(i).
“Financing Contingency Deadline” – The date in Exhibit C for satisfaction or waiver of Buyer’s financing condition.
“Permitted Exceptions” – Those matters listed in Schedule [__] accepted or deemed accepted by Buyer under Section 3.2(c).
“Property” – As defined in the Recitals.
“Settlement Statement” – The ALTA Settlement Statement (or equivalent) prepared by the Closing Attorney in accordance with N.C. Gen. Stat. § 45A-4.

[// GUIDANCE: Add or delete defined terms as necessary to fit the transaction.]

III. OPERATIVE PROVISIONS

3.1 Purchase and Sale

Subject to the terms herein, Seller agrees to sell, and Buyer agrees to purchase, the Property together with all improvements, appurtenances, and Seller’s rights therein.

3.2 Purchase Price; Deposits

(a) Purchase Price. The total purchase price is $[PURCHASE PRICE] (the “Purchase Price”), payable as follows:

(i) Earnest Money Deposit. Buyer shall deliver $[AMOUNT] (“Earnest Money Deposit”) to the Deposit Holder within [____] Business Days after the Effective Date. The Earnest Money Deposit shall be held in a non-interest-bearing trust account in accordance with N.C. Real Estate Commission rules and disbursed per Section 6.4.

(ii) Due Diligence Fee. Buyer shall pay Seller a non-refundable due diligence fee of $[AMOUNT] contemporaneously with the Earnest Money Deposit. The Due Diligence Fee is applied to the Purchase Price at Closing.

(iii) Balance at Closing. The balance of the Purchase Price, subject to prorations and credits, shall be paid in immediately available “good funds” pursuant to the Good Funds Settlement Act on the Closing Date.

(b) Financing. [SELECT ONE]
 ☐ Cash Transaction – No financing contingency.
 ☐ Financed Transaction – Buyer’s obligation is contingent upon receipt of a written loan commitment acceptable to Buyer on or before the Financing Contingency Deadline.

3.3 Closing

(a) Location. Closing shall occur at the office of the Closing Attorney in [COUNTY], North Carolina, or remotely via approved e-closing procedures.

(b) Deliveries by Seller: Deed; affidavit of title; lien waivers; FIRPTA affidavit; keys/possession.

(c) Deliveries by Buyer: Purchase Price balance; executed loan documents (if any); certificate of buyer’s authority (if entity).

(d) Possession & Risk of Loss. Possession transfers at recordation of the Deed. Risk of loss remains with Seller until recordation.

(e) Recording & Good Funds. The Closing Attorney shall record the Deed only after receipt of good funds in compliance with N.C. Gen. Stat. § 45A-4.

IV. REPRESENTATIONS & WARRANTIES

4.1 Seller’s Representations

Seller represents and warrants to Buyer as of the Effective Date and Closing:

(a) Authority. Seller has full power and authority to execute and perform this Agreement.
(b) Title. Seller will convey good and marketable fee simple title subject only to Permitted Exceptions.
(c) Compliance. No notice of violation of law relating to the Property is outstanding.
(d) Disclosure Act. Seller has completed, executed, and delivered to Buyer the North Carolina Residential Property and Owners’ Association Disclosure Statement and, if applicable, the Mineral and Oil and Gas Rights Mandatory Disclosure Statement (collectively, “Disclosure Statement”) in the form prescribed by N.C. Gen. Stat. § 47E-4.
(e) Lead-Based Paint. If the Property was built prior to 1978, Seller has provided Buyer with the federally-required Lead-Based Paint Disclosure and EPA pamphlet.

[// GUIDANCE: Add survival language if desired (e.g., 12 months post-Closing).]

4.2 Buyer’s Representations

(a) Authority and Capacity. Buyer is duly organized or of legal capacity and may lawfully consummate this transaction.
(b) Financial Ability. Buyer has or will have at Closing funds sufficient to close.
(c) AS-IS. Except for Seller’s express warranties, Buyer accepts the Property “AS-IS, WHERE-IS” subject to Buyer’s rights in Section 6.

V. COVENANTS & RESTRICTIONS

5.1 Interim Operations. Until Closing, Seller shall:
 (a) Maintain the Property in substantially the same condition, ordinary wear excepted;
 (b) Keep existing insurance in force; and
 (c) Refrain from creating new encumbrances without Buyer’s consent.

5.2 Access. Seller grants Buyer and its agents reasonable access for inspections, surveys, and appraisals during the Due Diligence Period with at least [24] hours’ notice.

5.3 HOA/POA Compliance. Seller shall obtain and deliver any owners’ association certificates required under N.C. Gen. Stat. § 47F or § 47C, as applicable.

VI. DEFAULT & REMEDIES

6.1 Buyer Default. If Buyer breaches and fails to cure within [5] Business Days of written notice, Seller may:
 (a) Terminate this Agreement and retain the Earnest Money Deposit and Due Diligence Fee as liquidated damages (liability cap per Section 7.2); or
 (b) Seek specific performance. Seller waives claims for consequential, punitive, or exemplary damages.

6.2 Seller Default. If Seller breaches and fails to cure within [5] Business Days of written notice, Buyer may elect:
 (a) Terminate and receive a prompt refund of the Earnest Money Deposit and Due Diligence Fee;
 (b) Seek specific performance; or
 (c) Pursue actual damages, provided Seller’s liability shall not exceed the Earnest Money Deposit amount.

6.3 Attorney Fees. The prevailing party in any action arising under this Agreement shall recover reasonable attorney fees and costs, except as limited by Section 7.2.

VII. RISK ALLOCATION

7.1 Limited Indemnification
(a) Mutual General Indemnity. Each party (the “Indemnifying Party”) indemnifies and holds harmless the other from losses arising from (i) breach of its covenants, or (ii) misrepresentation of its warranties.

(b) Scope. Indemnification excludes consequential and punitive damages and survives Closing for [12] months.

7.2 Liability Cap
Except for (i) willful misconduct or fraud, or (ii) obligations that expressly survive Closing, each party’s aggregate liability shall in no event exceed the Earnest Money Deposit.

7.3 Insurance Requirement
Seller shall maintain hazard insurance through the Closing Date. Buyer shall obtain homeowner’s insurance effective no later than Closing.

7.4 Force Majeure
Neither party is liable for failure to perform caused by events beyond its reasonable control (e.g., natural disasters, governmental acts), provided timely notice and diligent efforts to mitigate.

VIII. DISPUTE RESOLUTION

8.1 Governing Law
This Agreement shall be governed by the laws of the State of North Carolina without regard to conflict-of-law principles.

8.2 Forum Selection
The parties submit to the exclusive jurisdiction of the state courts located in [COUNTY], North Carolina.

8.3 Arbitration [OPTIONAL]
[// GUIDANCE: Delete if parties decline arbitration.]
At either party’s election delivered before initiation of litigation, all disputes shall be resolved by binding arbitration administered by the American Arbitration Association under its Residential Real Estate Arbitration Rules. Judgment may be entered in any court of competent jurisdiction.

8.4 Jury Trial
Each party acknowledges the absence of a jury-trial waiver; any party may demand a jury trial as permitted by law.

8.5 Specific Performance
The parties acknowledge that the Property is unique and that monetary damages may be inadequate; therefore, specific performance is an available remedy without proof of irreparable harm.

IX. GENERAL PROVISIONS

9.1 Notices
All notices must be in writing and deemed given when (i) delivered in person, (ii) deposited with a nationally recognized overnight courier, or (iii) emailed with confirmation, to the addresses below (or as updated by notice).

9.2 Amendments & Waivers
Any amendment or waiver must be in a writing signed by both parties.

9.3 Assignment
Neither party may assign this Agreement without the other’s prior written consent, except Buyer may assign to an Affiliate upon notice.

9.4 Entire Agreement
This Agreement, including all Exhibits, constitutes the entire agreement, superseding all prior understandings.

9.5 Severability
If any provision is unenforceable, the remainder shall be reformed to effect the parties’ intent to the maximum extent enforceable.

9.6 Counterparts; Electronic Signatures
This Agreement may be executed in counterparts and by electronic signature, each deemed an original.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

SELLER:

[SELLER NAME]
By: _____
Name: ____
Title (if entity): ___

BUYER:

[BUYER NAME]
By: _____
Name: ____
Title (if entity): ___

[Notary Acknowledgments (if desired)]

Exhibit A – Legal Description

[INSERT FULL METES AND BOUNDS OR PLAT REFERENCE]

Exhibit B – Disclosure Statement(s)

• NC Residential Property and Owners’ Association Disclosure Statement
• Mineral and Oil and Gas Rights Disclosure Statement
• Lead-Based Paint Disclosure (if applicable)

Exhibit C – Contingency Schedule

1. Due Diligence Period: From Effective Date through [DATE]
2. Financing Contingency Deadline: [DATE]
3. Appraisal Contingency Deadline: [DATE]
4. Title Review Period: [DATE]

[// GUIDANCE: Add any additional contingencies (e.g., sale of Buyer’s existing home) here.]

[// GUIDANCE: Prior to execution, attach exhibits, verify statutory disclosures, and confirm compliance with local recording and attorney-closing practices. Remove all guidance comments and bracketed placeholders.]