RESIDENTIAL PURCHASE AND SALE AGREEMENT
(South Carolina)
[// GUIDANCE: This template is drafted for use in South Carolina residential real-estate transactions. All bracketed language MUST be reviewed and completed or deleted before execution. Cross-references and defined terms are case-sensitive.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Purchase and Sale; Earnest Money; Price & Payment Terms
- Property Condition; Disclosures; Contingency Periods
- Closing Procedures
- Representations and Warranties
- Covenants
- Default; Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
1.1 Agreement. This Residential Purchase and Sale Agreement (this “Agreement”) is made and entered into as of [Effective Date] (the “Effective Date”) by and between [Seller Name], a [state & entity type, or individual] (“Seller”), and [Buyer Name], a [state & entity type, or individual] (“Buyer”).
1.2 Property. Seller agrees to sell, and Buyer agrees to purchase, the following real property (the “Property”):
(a) Street Address: [Property Address];
(b) Legal Description: [Insert complete legal description or attach as Exhibit A];
(c) Tax Map/Parcel No.: [Parcel Number];
together with all improvements, fixtures, and appurtenances thereon, and all right, title, and interest of Seller in and to adjacent streets, alleys, and easements, if any.
1.3 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina. Any suit, action, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state courts sitting in the county where the Property is located (the “Chosen Court”).
2. DEFINITIONS
For ease of reference, the following capitalized terms are used throughout this Agreement:
“Affiliate” – any Person controlling, controlled by, or under common control with a Party.
“Agreement” – as defined in Section 1.1.
“Applicable Law” – all statutes, regulations, ordinances, and judicial or administrative orders applicable to the Parties or the Property, including the South Carolina Residential Property Condition Disclosure Act, S.C. Code Ann. §§ 27-50-10 et seq.
“Business Day” – any day other than Saturday, Sunday, or South Carolina state holidays.
“Contingency Period” – the period(s) set forth in Section 4.3.
“Closing” – the consummation of the transactions contemplated hereby, as described in Section 5.
“Earnest Money” – the deposit defined in Section 3.2.
“Hazardous Materials” – any substance regulated under federal or South Carolina environmental law.
“Person” – any individual, corporation, partnership, limited liability company, trust, or other legal entity.
“Title Company” – [Name of title insurer/closing attorney].
[// GUIDANCE: Add or delete defined terms as necessary and ensure consistent capitalization.]
3. PURCHASE AND SALE; EARNEST MONEY; PRICE & PAYMENT TERMS
3.1 Purchase Price. The purchase price for the Property (the “Purchase Price”) shall be $[Purchase Price Numeric] ([Purchase Price Words] U.S. Dollars), payable as follows:
(a) Earnest Money (credited at Closing)............. $[Earnest Money Amount]
(b) Cash at Closing................................... $[Cash at Closing Amount]
(c) Loan Proceeds..................................... $[Loan Amount, if any]
3.2 Earnest Money.
(a) Deposit. Within two (2) Business Days after the Effective Date, Buyer shall deposit the Earnest Money with the Title Company, in immediately available funds.
(b) Interest. Unless otherwise agreed, the Earnest Money shall be held in a non-interest-bearing escrow account.
(c) Disposition. The Earnest Money shall be applied as a credit toward the Purchase Price at Closing, refunded to Buyer, or forfeited to Seller as liquidated damages as provided in Section 8.3.
3.3 Financing. Buyer’s obligation to close is [contingent / not contingent] upon Buyer obtaining a first-lien mortgage loan on commercially-reasonable terms (the “Financing Contingency”). Buyer shall provide written loan approval within [___] days after the Effective Date.
4. PROPERTY CONDITION; DISCLOSURES; CONTINGENCY PERIODS
4.1 Statutory Disclosure. Seller shall deliver to Buyer, on or before the Effective Date, a fully executed South Carolina Residential Property Condition Disclosure Statement in the form prescribed by S.C. Code Ann. §§ 27-50-10 et seq.
4.2 Lead-Based Paint. If the Property was built prior to 1978, Seller shall provide the EPA-approved pamphlet “Protect Your Family From Lead in Your Home” and a completed Lead-Based Paint Disclosure form (collectively, the “Lead Disclosures”) as required by 42 U.S.C. § 4852d and 24 C.F.R. Part 35.
4.3 Contingency Periods.
(a) Inspection Contingency. Buyer shall have [10] Business Days after full execution of this Agreement (the “Inspection Period”) to obtain property, termite, structural, and environmental inspections at Buyer’s expense.
(b) Title Review. Within [15] Business Days after receipt of Seller’s title commitment, Buyer may object to title defects. Seller shall have [10] Business Days to cure.
(c) Appraisal Contingency. Buyer may terminate this Agreement if the Property does not appraise at or above the Purchase Price, provided Buyer delivers written notice within [___] days after receipt of the appraisal.
(d) HOA/Regime Documents. Seller shall furnish any covenants, conditions, and restrictions (CC&Rs) or homeowners’ association documents within [___] days; Buyer shall have [___] days thereafter to review and object.
4.4 As-Is Condition; Repairs. Except as expressly stated herein and in the statutory disclosures, Buyer agrees to accept the Property “AS IS, WHERE IS, AND WITH ALL FAULTS,” subject to Buyer’s rights during the Contingency Periods. Seller shall maintain the Property in substantially the same condition, reasonable wear and tear excepted, until Closing.
5. CLOSING PROCEDURES
5.1 Closing Date & Location. The Closing shall occur on [Closing Date] (or such earlier date as the Parties may mutually agree) at the offices of [Closing Attorney Name] in [County], South Carolina, or via remote execution in compliance with South Carolina Remote Online Notarization statutes, if available.
5.2 Closing Attorney & Good Funds. In accordance with South Carolina practice, Closing shall be supervised by a South Carolina-licensed attorney acting as settlement agent. All funds required for Closing shall be “good funds” (cashier’s check or wire transfer) per the South Carolina Good Funds Settlement Statute.
5.3 Seller Deliveries. At Closing, Seller shall deliver:
(a) Warranty Deed in recordable form, conveying fee simple title subject only to Permitted Exceptions;
(b) FIRPTA affidavit (or exemption certificate);
(c) Vendor’s affidavit and lien waivers;
(d) Keys, codes, and access devices;
(e) Possession of the Property, free of tenants unless otherwise stated.
5.4 Buyer Deliveries. Buyer shall deliver:
(a) The balance of the Purchase Price;
(b) Loan documents (if applicable);
(c) Evidence of hazard insurance naming Buyer (and lender, if applicable) as insureds.
5.5 Prorations & Closing Costs. Real estate taxes, HOA dues, rents (if any), and utility charges shall be prorated as of the Closing Date. The Parties shall pay closing costs as follows:
(a) Seller: deed preparation, deed stamps, and Seller’s attorney fees;
(b) Buyer: recording fees, loan origination fees, Buyer’s attorney fees, survey, and title insurance premium;
(c) All other costs per local custom or as mutually agreed in writing.
5.6 Recordation. Promptly following disbursement, the Closing Attorney shall record the deed and any purchase-money mortgage or deed of trust with the appropriate county Register of Deeds.
6. REPRESENTATIONS AND WARRANTIES
6.1 Seller’s Representations. Seller represents and warrants to Buyer, as of the Effective Date and as of Closing:
(a) Authority. Seller has full power and authority to enter into and perform this Agreement.
(b) Title. Seller holds fee simple title to the Property free and clear of all liens except those that will be satisfied at Closing.
(c) No Foreign Person. Seller is not a “foreign person” within the meaning of 26 U.S.C. § 1445.
(d) Compliance. To Seller’s Knowledge, the Property is in compliance with Applicable Law, including zoning, building codes, and environmental regulations.
(e) Litigation. No litigation or condemnation proceeding affecting the Property is pending or, to Seller’s Knowledge, threatened.
6.2 Buyer’s Representations. Buyer represents and warrants to Seller:
(a) Authority & Capacity. Buyer has the legal capacity and authority to enter into this Agreement.
(b) Funds. Buyer has, or will have at Closing, sufficient funds to complete the transaction.
(c) Investigation. Buyer is entering into this Agreement based on Buyer’s own investigation and not on any representation by Seller or Seller’s agents except as expressly set forth herein.
6.3 Survival. The representations and warranties in this Article 6 shall survive Closing for a period of [12] months.
7. COVENANTS
7.1 Seller’s Interim Covenants. From the Effective Date until Closing, Seller shall:
(a) operate and maintain the Property in substantially the same manner;
(b) not enter into, modify, or terminate any lease or service contract without Buyer’s prior written consent;
(c) provide Buyer and Buyer’s agents reasonable access for inspections, provided 24-hour prior notice is given;
(d) maintain current fire and hazard insurance.
7.2 Buyer’s Covenants. Buyer shall:
(a) act in good faith in seeking Financing (if applicable);
(b) promptly provide any documentation reasonably requested by the Title Company or lender;
(c) refrain from damaging the Property during any inspections.
7.3 Notice & Cure. A Party asserting breach of covenant shall give written notice and a [5]-Business-Day cure period prior to exercising remedies.
8. DEFAULT; REMEDIES
8.1 Buyer Default. If Buyer fails to close in breach of this Agreement after Seller’s full performance, Seller’s sole and exclusive remedy shall be to retain the Earnest Money as liquidated damages, which the Parties agree is reasonable in light of anticipated harms and not a penalty.
8.2 Seller Default. If Seller breaches or fails to close, Buyer may elect, as Buyer’s sole and exclusive remedies, either:
(a) Specific Performance. Seek specific performance of this Agreement; or
(b) Termination. Terminate this Agreement and receive a prompt refund of the Earnest Money, together with Buyer’s actual out-of-pocket costs incurred for inspections, survey, and appraisal (collectively, “Reimbursable Costs”), not to exceed an aggregate of [Earnest Money Amount].
8.3 Notice of Default. The non-defaulting Party must deliver written notice detailing the alleged default and allow the defaulting Party [5] Business Days to cure.
8.4 Attorneys’ Fees. The prevailing Party in any litigation or arbitration arising out of this Agreement shall be entitled to recover reasonable attorneys’ fees and costs.
9. RISK ALLOCATION
9.1 Indemnification. Each Party (the “Indemnifying Party”) shall defend, indemnify, and hold harmless the other Party, its Affiliates, and their respective agents (collectively, the “Indemnified Parties”) from and against any third-party claim arising from the Indemnifying Party’s breach of this Agreement or willful misconduct, provided that the aggregate liability of the Indemnifying Party under this Section 9.1 shall not exceed the amount of the Earnest Money.
9.2 Limitation of Liability. Except for (i) fraud and (ii) obligations to close in accordance with this Agreement, the aggregate liability of either Party for monetary damages shall not exceed the Earnest Money. This limitation shall survive termination or Closing.
9.3 Casualty & Condemnation. Risk of loss shall remain with Seller until Closing. If the Property is materially damaged or condemned before Closing, Buyer may terminate this Agreement and receive a refund of the Earnest Money, or proceed to Closing with an assignment of Seller’s insurance or condemnation proceeds.
9.4 Force Majeure. Neither Party shall be liable for delays (other than payment of money) caused by events beyond its reasonable control, including natural disasters, war, terrorism, or governmental shutdowns (“Force Majeure Event”), provided the affected Party gives prompt notice and resumes performance when the Force Majeure Event ceases.
10. DISPUTE RESOLUTION
10.1 Negotiation. The Parties shall first attempt in good faith to resolve any dispute by informal negotiations for a period of ten (10) Business Days.
10.2 Mediation (Optional). If unresolved, either Party may demand non-binding mediation administered by the [South Carolina Bar Alternative Dispute Resolution Program / other].
10.3 Arbitration (Optional Clause). [IF ELECTED] Any controversy arising out of or relating to this Agreement shall, at the election of [Buyer / Seller / either Party], be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment upon the award may be entered in the Chosen Court.
10.4 Litigation. Unless the arbitration option is elected, disputes shall be resolved exclusively in the Chosen Court. EACH PARTY WAIVES NO JURY TRIAL (Jury waiver is intentionally omitted pursuant to the Parties’ metadata directive).
10.5 Specific Performance. The Parties acknowledge that the Property is unique and that monetary damages may be insufficient. Accordingly, specific performance is an available equitable remedy for either Party, subject to Article 8.
11. GENERAL PROVISIONS
11.1 Entire Agreement. This Agreement (including all exhibits, schedules, and disclosures) constitutes the entire agreement between the Parties and supersedes all prior oral or written agreements.
11.2 Amendment; Waiver. No modification or waiver shall be binding unless in writing signed by both Parties. No waiver of any breach shall be deemed a waiver of any subsequent breach.
11.3 Assignment. Buyer may not assign this Agreement without Seller’s prior written consent; provided, however, Buyer may assign to an entity controlled by Buyer for the purpose of holding title to the Property, upon written notice to Seller.
11.4 Successors and Assigns. Subject to Section 11.3, this Agreement shall bind and benefit the Parties and their respective successors and permitted assigns.
11.5 Severability. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the Parties shall negotiate in good faith to replace the invalid provision with an enforceable one that most closely reflects the original intent.
11.6 Notices. All notices must be in writing and delivered (i) by certified mail (return receipt requested), (ii) by nationally recognized overnight courier, or (iii) by email with confirmation of receipt, to the addresses set forth below (or as later designated). Notice is deemed given upon receipt or first refusal.
11.7 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures transmitted electronically (via PDF or e-signature compliant with the federal ESIGN Act) shall be deemed original.
11.8 Time of the Essence. Time is of the essence with respect to all dates and deadlines contained herein.
11.9 Further Assurances. Each Party shall execute and deliver such additional documents and perform such further acts as may be reasonably required to give effect to this Agreement.
12. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the Effective Date.
SELLER:
[Seller Name]
By: ____
Name: ____
Title: _____
Date: _________
BUYER:
[Buyer Name]
By: ____
Name: ____
Title: _____
Date: _________
NOTARY ACKNOWLEDGMENT (Seller)
State of South Carolina
County of [____]
The foregoing instrument was acknowledged before me on this ___ day of ____ 20__, by [Seller Name].
Notary Public for South Carolina
My Commission Expires: ____
NOTARY ACKNOWLEDGMENT (Buyer)
State of South Carolina
County of [____]
The foregoing instrument was acknowledged before me on this ___ day of ____ 20__, by [Buyer Name].
Notary Public for South Carolina
My Commission Expires: ____
[// GUIDANCE: South Carolina does not mandate witnesses for deeds, but two witnesses are customary when the deed is recorded; confirm local recording requirements if signatures are witnessed.]
END OF AGREEMENT