AI Generated Sale and Purchase Agreement for use in the United Kingdom
PDF & Word - 2026 Updated

This Agreement is made on the date of the last signature below between the following parties.

The Seller is Acme Innovations Limited a company incorporated in England and Wales with company number to be inserted whose registered office is at an address to be inserted.

The Buyer is a buyer to be inserted of an address to be inserted.

The Seller is the registered proprietor of the freehold residential property located at 123 Example Street London SW1A 1AA including the main dwelling garden and all fixtures and fittings as per the inventory.

The Seller has agreed to sell and the Buyer has agreed to purchase the Property upon the terms and conditions set out in this Agreement.

The parties intend this Agreement to be a legally binding contract for the sale and purchase of the Property in accordance with the Law of Property Act 1925 the Law of Property (Miscellaneous Provisions) Act 1989 s.2 (requiring execution as a deed) the Sale of Goods Act 1979 the Consumer Rights Act 2015 the Unfair Contract Terms Act 1977 the Misrepresentation Act 1967 and the Land Registration Act 2002. Value Added Tax is not applicable as the sale of residential property is exempt from VAT.

In this Agreement the following terms shall have the following meanings unless the context requires otherwise.

References to clauses and schedules are to the clauses and schedules of this Agreement.

Headings are for convenience only and shall not affect the interpretation of this Agreement.

In addition to the terms defined in the Interpretation section the following definitions apply in this Agreement.

The Buyer shall pay the Deposit to the Seller's solicitors to be held by them as stakeholder upon exchange of this Agreement in accordance with the Standard Conditions of Sale (Fifth Edition).

The Deposit shall be held by the stakeholder until Completion or earlier termination of this Agreement.

If the Buyer is in breach of this Agreement and the Agreement is terminated the Seller may forfeit the Deposit and the stakeholder shall pay it to the Seller as liquidated damages on account of the Seller's loss.

The balance of the Purchase Price shall be paid on Completion in accordance with clause 6.2.

The Seller agrees to sell and the Buyer agrees to purchase the Property free from all liens charges and encumbrances but subject to the matters referred to in this Agreement and subject to the Conditions.

The sale and purchase of the Property shall be completed on the Completion Date.

The Purchase Price for the Property shall be the sum of two hundred and fifty thousand pounds sterling (GBP 250000.00).

The Buyer shall pay the Purchase Price (less the Deposit paid on exchange) to the Seller on the Completion Date by electronic transfer to the Seller's solicitors' client account details of which shall be provided to the Buyer not less than five business days prior to the Completion Date.

The Purchase Price is exclusive of value added tax which shall be payable by the Buyer in addition if applicable (though usually exempt for residential freehold sales).

Completion is conditional upon the Buyer obtaining satisfactory results from all usual pre-completion searches and surveys including but not limited to local authority searches environmental and flood searches title searches and physical surveys of the Property.

The Buyer shall raise standard pre-contract enquiries and the Seller shall reply fully and accurately in accordance with the Law Society's TA6 Property Information Form and other standard forms.

The Seller warrants that the Property has all necessary planning permissions and building regulation approvals for any works carried out and there are no outstanding notices disputes or enforcement actions in relation to the Property.

On or before Completion the parties shall make Apportionments for council tax utilities and other outgoings so that the Seller is responsible for all such charges up to and including the day before Completion and the Buyer thereafter. Any over or under payments shall be adjusted on Completion.

If any Condition is not satisfied by the Completion Date either party may rescind this Agreement and the Deposit shall be returned to the Buyer without deduction.

The Seller warrants that it has good and marketable title to the Property and full power to sell and convey the Property to the Buyer in accordance with the Law of Property Act 1925 and the Land Registration Act 2002.

Title to the Property will be transferred to the Buyer via a Transfer executed as a deed by the Seller and registered with the Land Registry in accordance with the Land Registration Act 2002.

On Completion the Seller shall give vacant possession of the Property to the Buyer.

Completion shall take place on the Completion Date at the offices of the Buyer's solicitors or such other location as the parties may agree.

On Completion the Seller shall deliver to the Buyer the executed Transfer deed all title documents and all other documents necessary to complete the registration of the Property in the name of the Buyer at the Land Registry.

The Buyer shall pay the balance of the Purchase Price to the Seller on Completion in accordance with clause 7.2.

On Completion the risk in the Property passes to the Buyer and the Seller's insurance obligations cease.

The Seller warrants to the Buyer that the statements set out in Schedule 2 are true and accurate as at the date of this Agreement and will be true and accurate as at the Completion Date.

The Buyer acknowledges that it has not entered into this Agreement in reliance upon any representation warranty or undertaking not expressly incorporated in this Agreement in accordance with the Misrepresentation Act 1967.

The warranties given by the Seller are given subject to the disclosures set out in Schedule 3.

The Property shall remain at the risk of the Seller until Completion.

The Seller shall maintain adequate insurance cover for the Property until the Completion Date.

This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior agreements understandings or arrangements whether oral or in writing.

Each party acknowledges that it has not entered into this Agreement in reliance on any representation or warranty not expressly set out in this Agreement.

If any provision of this Agreement is held to be invalid or unenforceable such provision shall be severed from this Agreement and the remaining provisions shall continue in full force and effect.

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.

The parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

Any notice required to be given under this Agreement shall be in writing and shall be delivered personally or sent by pre-paid first class post or recorded delivery to the address of the relevant party set out in clause 1 or such other address as that party may notify to the other party in writing.

A notice shall be deemed to have been received at the time of delivery if delivered personally or forty eight hours after posting in the case of pre-paid first class post or recorded delivery.

No variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each of the parties.

A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

This Agreement may be executed in any number of counterparts each of which when executed shall constitute a duplicate original but all the counterparts shall together constitute one agreement.

The Seller's liability under the warranties in this Agreement shall be limited as follows: (a) the Buyer must notify the Seller of any claim within 6 months of Completion; (b) the maximum aggregate liability of the Seller shall not exceed the Purchase Price; (c) the Seller shall not be liable for any indirect or consequential loss; and (d) the Seller shall not be liable for any matter disclosed in Schedule 3 or which the Buyer knew or ought to have known prior to exchange.

The limitations in this clause do not apply to claims for breach of title warranties or in cases of fraud or fraudulent misrepresentation in accordance with the Misrepresentation Act 1967.

If the Buyer is a consumer the parties acknowledge the application of the Consumer Rights Act 2015 and nothing in this Agreement shall exclude or restrict the Buyer's statutory rights.

The Buyer warrants to the Seller that it has the financial resources to complete the purchase and will comply with all anti-money laundering requirements including providing evidence of identity and source of funds as required by the Money Laundering Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017.

This Agreement is personal to the Buyer and the Buyer shall not assign transfer or charge its rights or obligations under this Agreement without the prior written consent of the Seller.

The Buyer shall be responsible for paying all SDLT arising on the purchase and registering the transfer at the Land Registry. The Buyer shall bear its own legal costs and the Seller shall bear its own legal costs.