The Commercial Property Purchase And Sale Agreement is a fundamental legal document used in Dutch real estate transactions for transferring ownership of commercial properties. This agreement is essential when businesses or investors wish to purchase or sell commercial real estate in the Netherlands, whether for operational use, investment, or development purposes. It must comply with Dutch civil law requirements, particularly those outlined in the Burgerlijk Wetboek (Dutch Civil Code), and includes provisions for transfer tax, environmental compliance, and zoning regulations. The document serves as the primary contract governing the transaction terms, responsibilities of both parties, warranties, and conditions for transfer of title. It's typically executed before a Dutch civil law notary and requires careful consideration of local property laws, tax implications, and commercial practices.
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1. Parties: Identification of the seller and purchaser with full legal details
2. Background: Context of the transaction and brief description of the property
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core agreement to sell and purchase the property, including the purchase price
5. Property Description: Detailed description of the property, including boundaries and included items
6. Purchase Price and Payment: Detailed terms of payment, including deposit and completion payment arrangements
7. Transfer of Title: Conditions and process for legal transfer of the property
8. Completion: Requirements and process for completion of the transaction
9. Seller's Warranties: Warranties regarding property title, condition, and other relevant aspects
10. Buyer's Warranties: Warranties regarding capacity to purchase and funding arrangements
11. Pre-Completion Obligations: Obligations of both parties before completion
12. Post-Completion Obligations: Obligations of both parties after completion
13. Default and Remedies: Consequences of breach and available remedies
14. Notices: Process for giving formal notices under the agreement
15. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement
16. Execution: Signature blocks and execution formalities
1. Environmental Provisions: Specific provisions regarding environmental issues, used when the property has known environmental concerns or requires specific environmental warranties
2. Tenant Provisions: Provisions regarding existing tenants, used when the property is sold subject to existing leases
3. VAT Election: Specific provisions regarding VAT treatment, used when the transaction is subject to VAT
4. Development Provisions: Provisions regarding ongoing or planned development, used when the property is under development or has development potential
5. Mortgage Release: Provisions regarding existing mortgage discharge, used when the property is subject to existing financing
6. Ground Lease Provisions: Specific provisions regarding ground lease (erfpacht), used when the property is subject to ground lease
7. Monument Status Provisions: Special provisions for listed buildings, used when the property is a protected monument
1. Property Description Schedule: Detailed technical description of the property including cadastral details and maps
2. Title Documents: List and copies of relevant title documents
3. Existing Leases: Details of any existing tenancies and lease agreements
4. Inventory: List of included fixtures, fittings, and equipment
5. Environmental Reports: Copies of environmental surveys and reports
6. Building Inspection Report: Technical survey of the building's condition
7. Planning Permissions: Copies of relevant planning permissions and certificates
8. Energy Performance Certificate: Current energy performance certificate and related documentation
9. Service Contracts: Details of ongoing service contracts to be transferred
10. Due Diligence Results: Summary of due diligence findings and responses
Relevant legal definitions
Clauses
Relevant Industries
Real Estate
Commercial Property Development
Retail
Manufacturing
Hospitality
Healthcare
Education
Logistics
Banking and Finance
Professional Services
Technology
Industrial
Relevant Teams
Legal
Real Estate
Finance
Facilities Management
Corporate Development
Risk and Compliance
Treasury
Operations
Property Management
Business Development
Investment
Asset Management
Relevant Roles
Real Estate Director
Chief Financial Officer
Property Manager
Facilities Manager
Legal Counsel
Commercial Director
Investment Manager
Asset Manager
Development Manager
Acquisitions Manager
Real Estate Attorney
Property Consultant
Risk Manager
Compliance Officer
Corporate Treasurer
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