Ask a lawyer:
Draft a Purchase Agreement for a buyer and seller

mwakili.com

Purchase Agreement

Introduction
Definitions and Interpretation
Sale and Purchase
Purchase Price and Payment Terms
Conditions Precedent
Representations and Warranties
Closing and Transfer of Title
Possession and Risk
Default and Remedies
Governing Law and Dispute Resolution
Miscellaneous Provisions
Signatures

1. Introduction

This Purchase Agreement ("Agreement") is made and entered into on this [Date] by and between:

Seller: [Seller's Full Name] [Seller's Address] [Seller's Contact Information]

Buyer: [Buyer's Full Name] [Buyer's Address] [Buyer's Contact Information]

The Seller and Buyer are collectively referred to as the "Parties" and individually as a "Party."

2. Definitions and Interpretation

In this Agreement, unless the context otherwise requires:

"Agreement" means this Purchase Agreement, including any schedules or annexures attached hereto.
"Business Day" means any day other than a Saturday, Sunday, or public holiday in Kenya.
"Completion Date" means the date on which the sale and purchase of the Property is completed, as specified in Clause 7.
"Property" means the real estate described in Clause 3.1.
"Purchase Price" means the total amount payable by the Buyer to the Seller for the Property, as specified in Clause 4.1.

3. Sale and Purchase

3.1 The Seller agrees to sell, and the Buyer agrees to purchase, the property located at [Property Address], including all buildings, structures, and fixtures thereon (the "Property"), subject to the terms and conditions set forth in this Agreement.

4. Purchase Price and Payment Terms

4.1 The Purchase Price for the Property is Ksh [Amount in Figures] (Kenya Shillings [Amount in Words]).

4.2 The Purchase Price shall be paid by the Buyer to the Seller as follows:

A deposit of Ksh [Deposit Amount] (Kenya Shillings [Deposit Amount in Words]) upon the execution of this Agreement.
The balance of the Purchase Price, amounting to Ksh [Balance Amount] (Kenya Shillings [Balance Amount in Words]), shall be paid on the Completion Date.

4.3 All payments shall be made by bank transfer to the Seller's designated bank account or as otherwise agreed in writing by the Parties.

5. Conditions Precedent

5.1 The obligations of the Parties under this Agreement are subject to the fulfillment of the following conditions precedent:

The Buyer obtaining satisfactory financing for the purchase of the Property.
The Seller providing the Buyer with a valid and marketable title to the Property.
The completion of any necessary inspections and surveys of the Property.

6. Representations and Warranties

6.1 The Seller represents and warrants to the Buyer that:

The Seller has good and marketable title to the Property, free from any encumbrances, liens, or claims.
The Seller has the full legal right and authority to enter into this Agreement and to sell the Property.
The Property is in compliance with all applicable laws, regulations, and zoning ordinances.

6.2 The Buyer represents and warrants to the Seller that:

The Buyer has the financial capacity to complete the purchase of the Property.
The Buyer has conducted all necessary due diligence and inspections of the Property.

7. Closing and Transfer of Title

7.1 The closing of the sale and purchase of the Property (the "Closing") shall take place on [Closing Date] at [Closing Location] or at such other time and place as the Parties may agree in writing.

7.2 At the Closing, the Seller shall deliver to the Buyer:

A duly executed transfer of title deed in favor of the Buyer.
All keys, access codes, and other means of access to the Property.
Any other documents or items reasonably required by the Buyer to complete the transfer of the Property.

7.3 Upon receipt of the balance of the Purchase Price, the Seller shall deliver possession of the Property to the Buyer.

8. Possession and Risk

8.1 Possession of the Property shall be delivered to the Buyer on the Completion Date.

8.2 The risk of loss or damage to the Property shall pass to the Buyer upon delivery of possession.

9. Default and Remedies

9.1 If the Buyer fails to pay the Purchase Price or otherwise breaches any material term of this Agreement, the Seller may terminate this Agreement and retain the deposit as liquidated damages.

9.2 If the Seller breaches any material term of this Agreement, the Buyer may terminate this Agreement and recover the deposit and any other amounts paid to the Seller.

10. Governing Law and Dispute Resolution

10.1 This Agreement shall be governed by and construed in accordance with the laws of Kenya.

10.2 Any disputes arising out of or in connection with this Agreement shall be resolved through mediation. If mediation fails, the dispute shall be submitted to arbitration in accordance with the Arbitration Act of Kenya.

11. Miscellaneous Provisions

11.1 Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, and representations.

11.2 Amendments: Any amendments to this Agreement must be in writing and signed by both Parties.

11.3 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11.4 Notices: Any notices required or permitted under this Agreement shall be in writing and delivered to the addresses specified in the introduction of this Agreement.

12. Signatures

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

Seller:

[Seller's Full Name]
[Date]

Buyer:

[Buyer's Full Name]
[Date]

TLDR

This document is a comprehensive Purchase Agreement for the sale and purchase of property in Kenya, detailing the terms and conditions, including the purchase price, payment terms, conditions precedent, representations and warranties, closing procedures, and dispute resolution mechanisms.

Conclusion

This Purchase Agreement serves as a legally binding document between the buyer and seller, ensuring that both parties are clear on their rights and obligations. It is crucial to have such agreements drafted and reviewed by legal professionals to ensure compliance with Kenyan law and to protect the interests of both parties.

Sources: